NASDAQ, INC. — Director's Dealing 2012

Sep 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-09-13

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-13	Common Stock, par value $0.01 per share	M	952	$7.35	Acquired	175169	Direct
2012-09-13	Common Stock, par value $0.01 per share	S	952	$24.26	Disposed	174217	Direct
2012-09-14	Common Stock, par value $0.01 per share	M	19048	$7.35	Acquired	193265	Direct
2012-09-14	Common Stock, par value $0.01 per share	S	19048	$24.26	Disposed	174217	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-13	Employee Stock Option (Right to Buy)	$7.35	M	952	Disposed	2014-11-15	Common Stock (952)	Direct
2012-09-14	Employee Stock Option (Right to Buy)	$7.35	M	19048	Disposed	2014-11-15	Common Stock (19048)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 26, 2012, and amended on July 27, 2012.

F2: Represents (i) 7,878 shares of common stock acquired upon exercise of vested stock options, (ii) 54,102 shares or units of restricted stock, of which 44,213 are vested, (iii) 94,937 shares underlying PSUs, of which 9,587 shares are vested and (iv) 17,300 shares purchased under 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%.