NASDAQ, INC. - Director's Dealing 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-07-23

Reporting Person: Noll Eric (Executive Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-23	Common Stock, par value $0.01 per share	F	8089	$22.15	Disposed	129049	Direct

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.50	2019-07-22	Common Stock (72319)	72319	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (28362)	28362	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct

F1: Represents (i) 14,194 vested shares of restricted stock and (ii) 114,855 shares underlying PSUs, of which 20,939 are vested.

F2: Options exercisable on July 22, 2013.

F3: Options exercisable on March 4, 2014.

F4: Options exercisable on March 28, 2014.