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NASDAQ, INC. — Director's Dealing 2012
Feb 24, 2012
30011_dirs_2012-02-24_1ce19b99-85c1-4a0d-aa09-3ad75c2ed837.zip
Director's Dealing
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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: KNIGHT EDWARD S (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 | 42723 | — | Acquired | 203821 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $7.35 | 2014-11-15 | Common Stock (150000) | 150000 | Direct |
| Employee Stock Option (Right to Buy) | $9.15 | 2014-02-18 | Common Stock (75000) | 75000 | Direct |
| 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 (25496) | 25496 | Direct |
| Employee Stock Option (Right to Buy) | $35.92 | 2016-12-13 | Common Stock (28801) | 28801 | Direct |
| Employee Stock Option (Right to Buy) | $45.38 | 2017-12-12 | Common Stock (19555) | 19555 | 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) 12,640 shares of common stock acquired upon exercise of vested stock options, (ii) 77,384 shares or units of restricted stock, of which 22,606 are vested, (iii) 97,499 shares underlying PSUs, of which 12,149 shares are vested and (iv) 16,298 shares purchased pursuant to the Employee Stock Purchase Plan.
F3: Options vested as to 100%.
F4: Options vested as to 100%.
F5: Options exercisable on March 4, 2014.
F6: Options exercisable on December 17, 2012.
F7: Options exercisable on March 28, 2014.
F8: Options vested as to 100%.
F9: Options vested as to 100%.