NASDAQ, INC. — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-02-22

Reporting Person: Jochumsen Hans-Ole (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock, par value $0.01 per share	A	56963	—	Acquired	154957	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct
Employee Stock Option (Right to Buy)	$41.36	2018-03-24	Common Stock (15771)	15771	Direct

Footnotes

F1: Represents the settlement of performance share units (PSUs) that were granted under The NASDAQ OMX Group, Inc. Equity Incentive Plan on March 28, 2011. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2011 through December 31, 2011. On February 22, 2012, the Management Compensation Committee of NASDAQ OMX's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest as to one-third on December 31, 2012, one-third on December 31, 2013 and one-third on December 31, 2014.

F2: Represents (i) 50,000 units of restricted stock, of which 15,000 units are vested (ii) 102,508 shares underlying PSUs, of which 7,455 shares are vested and (iii) 2,449 shares purchased pursuant to the Employee Share Purchase Plan.

F3: Options exercisable on March 4, 2014.

F4: Options exercisable on December 17, 2012.

F5: Options exercisable on March 28, 2014.

F6: Options exercisable as to 100%.