NASDAQ, INC. — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-07-02

Reporting Person: AUST BRUCE (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-02	Common Stock, par value $0.01 per share	F	17578	$22.89	Disposed	142469	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 (90000)	90000	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (25210)	25210	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (45528)	45528	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 (32558)	32558	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

F1: Represents (i) 7,000 shares of common stock acquired upon exercise of vested stock options, (ii) 32,274 vested shares of restricted stock, (iii) 98,010 shares underlying PSUs, of which 11,545 shares are vested and (iv) 5,185 shares purchased under the Employee Stock Purchase Plan.

F2: Options exercisable.

F3: Options exercisable.

F4: Options exercisable on March 4, 2014.

F5: Options exercisable on December 17, 2012.

F6: Options exercisable on March 28, 2014.

F7: Options exercisable.

F8: Options exercisable.