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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 | |
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 | 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. 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. |
(2) | Represents units issued as a dividend reinvestment. |
(3) | Total includes approximately 1233 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. |
(4) | 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 one shares of Issuer Common Stock. Participants in the Fund receive cash upon withdrawal of units in the Fund. |
(5) | Total includes approximately 1147 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. |
(6) | Represents the acquisition of shares of common stock of the Issuer resulting from the election on December 14, 2007 to accelerate the vesting of performance shares awarded to the Reporting Person under the 2006 Euronext Executive Incentive Plan at 100% of the target level of the award, thus eliminating all contingencies beyond the control of the Issuer and the Reporting Person as to the amount of the award. The shares of common stock underlying the award were subject to transfer restrictions through December 31, 2007, and were delivered on February 6, 2008. |
(7) | 60.83 euros per Fund unit |
(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 equity contributions by the Issuer under certain circumstances. |
(9) | Represents gifted shares previously reported as indirectly owned pursuant to Rule 16a-1(a)(2)(ii)(A). Notwithstanding, the reporting person disclaims beneficial ownership of such shares, and this report should not be deemed an admission that the reporting person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. |
(10) | Represents shares of Euronext N.V., a subsidiary of the issuer, held in the Elements Plan, an employee benefit plan of the issuer. Pursuant to a liquidity arrangement between the issuer and each Elements Plan participant, these shares are exchangable for shares of common stock of the issuer at a ratio to be calculated at the time of exchange. |