NASDAQ, INC. — Director's Dealing 2012

May 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-05-23

Reporting Person: Shavel Lee (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-23	Common Stock, par value $0.01 per share	F	23482	$21.81	Disposed	244362	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.94	2021-05-23	Common Stock (41257)	41257	Direct

Footnotes

F1: Represents (i) 177,000 units of restricted stock, of which 26,639 are vested and (ii) 67,362 unvested shares underlying PSUs.

F2: Options exercisable on May 23, 2014.