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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harry Serge C/O NYSE EURONEXT 11 WALL STREET NEW YORK, NY 10005 |
Management Committee Member |
C. M. Courtney under POA dated March 27, 2007 | 07/30/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Euronext Growth Fund is a fund instituted for the benefit of Euronext N.V. employees that principally holds shares of the Issuer. Based on information received from the Fund, one Unit of the Fund represents an interest in approximately 1.267 shares of Issuer Common Stock. Participants in the Fund receive cash upon withdrawal of units in the Fund. |
(2) | Prior to the consummation on April 4, 2007, of the transactions contemplated by the Amended and Restated Combination Agreement dated November 27, 2007, by and among the Issuer, NYSE Group, Inc., Euronext N.V. and Jefferson Merger Sub, Inc., Units in the Fund represented interests in ordinary shares of Euronext N.V. Upon the consummation of such transactions, the ordinary shares of Euronext N.V. converted to shares of common stock of the Issuer. |
(3) | The Parisbourse Action Fund is a fund instituted for the benefit of Euronext N.V. employees that principally holds shares of the Issuer. Based on information received from the Fund, one Unit of the Fund represents an interest in approximately 1.267 shares of Issuer Common Stock. Participants in the Fund receive cash upon withdrawal of units in the Fund. The Reporting Person is a director of the Parisbourse Action Fund, but does not control the voting or disposition of the Issuer common stock owned by the fund, and disclaims beneficial ownership of shares of the Parisbourse Action Fund beyond the extent of his pecuniary interest therein. |
(4) | Previously reported on Form 3 dated April 3, 2007. |
(5) | Acquired in exchange for ordinary shares of Euronext N.V. in connection with the consummation on April 4, 2007, of the transactions contemplated by the Amended and Restated Combination Agreement dated November 27, 2007, by and among the Issuer, NYSE Group, Inc., Euronext N.V. and Jefferson Merger Sub, Inc. |
(6) | Acquired on the Reporting Person's behalf by the manager of the Elements Plan using the Reporting Person's funds. |
(7) | 71.80 euros per share (US$95.84 using the rate of exchange in effect on April 5, 2007) |
(8) | Represents shares of Issuer Common Stock held in the Elements Plan, an employee benefit plan sponsored by Euronext N.V., a subsidiary of the Issuer but managed by an independent third party. The plan provides for employer equity contributions under certain circumstances. |
(9) | Represents the acquisition of shares of common stock of the Issuer resulting from the vesting of performance shares awarded to the Reporting Person under the Euronext Executive Incentive Plan (the "Plan"). On June 6, 2007, the Issuer's Human Resources and Compensation Committee, consisting entirely of independent directors, voted to permit participants under the Plan, including the Reporting Person, to elect to accelerate the vesting of their awards made in 2005 at 100% of the target level of the award, or to continue to hold the same award subject to the terms of the Plan as amended on April 4, 2007 in connection with the combination of NYSE Group, Inc. and Euronext N.V. On the Transaction Date, the Reporting Person elected to accelerate the vesting of his 2005 award. The shares of common stock underlying the 2005 award are expected to be delivered on or about August 3, 2007, and will remain subject to transfer restrictions through December 31, 2007. |