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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bellegard Roland C/O NYSE EURONEXT 11 WALL STREET NEW YORK, NY 10005 |
 |  |  Management Committee Member |  |
/s/ C. M. Courtney under POA dated March 21, 2007 | 02/14/2008 | |
**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 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 one share 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) | Represents units issued as a dividend reinvestment. |
(4) | Total includes approximately 490 units issued pursuant to a unit dividend effected April 19, 2007 with the intention of adjusting the value of one unit to approximate the value of one share of Issuer common stock. |
(5) | 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 2005 Euronext Executive Incentive Plan. On the Transaction Date, the Issuer's Human Resources and Compensation Committee determined the number of shares to be vested. Shares were subject to transfer restrictions through December 31, 2007 and were delivered on February 6, 2008. |
(6) | 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 2006 Euronext Executive Incentive Plan. On the Transaction Date, the Issuer's Human Resources and Compensation Committee determined the number of shares to be vested. Shares are subject and the Reporting Person's continued employment with the issuer through December 31 2008, and are expected to be delivered after the date of announcement of the Issuer?s earnings for 2008, which announcement is expected to take place in February, 2009. |