The National Association of Securities Dealers Inc. announced today its board has approved the sale of its remaining 33.7 million shares of Nasdaq common stock to the Nasdaq Stock Market.

Prior to this transaction the NASD owned, on a fully diluted basis, 27.6% of Nasdaq common stock. The sale essentially completes the major restructuring of the NASD, which includes the separation of Nasdaq, authorized by the NASD board in January 2000.

“This is a milestone in the NASD’s evolution,” said its chairman and CEO, Robert Glauber. “The Nasdaq spin-off enables us to concentrate solely on our self-regulatory mission of bringing integrity to the markets and confidence to investors. And by reinforcing our resources, independence and focus, today’s step will help us regulate Nasdaq and a growing number of other markets more effectively than ever. I am pleased that the NASD will achieve the commitment it made to sell the remaining 27% of common stock in Nasdaq.”

It is expected that Nasdaq will purchase the shares for approximately US$440 million, payable in a combination of cash and the issuance to the NASD of two newly issued series of Nasdaq preferred stock.

The initial phase of the restructuring occurred in June 2000, and a subsequent phase occurred in January 2001. Following completion of the announced sale, the NASD will hold only those shares of Nasdaq common stock which the NASD has reserved for sale upon the exercise of warrants issued by it in the previous phases of the restructuring.