NASDAQ, INC. — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-12-18

Reporting Person: GREIFELD ROBERT (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-18	Common Stock, par value $0.01 per share	M	100000	$5.28	Acquired	773055	Direct
2012-12-18	Common Stock, par value $0.01 per share	S	100000	$24.95	Disposed	673055	Direct
2012-12-19	Common Stock, par value $0.01 per share	M	125000	$5.28	Acquired	798055	Direct
2012-12-19	Common Stock, par value $0.01 per share	S	125000	$25.26	Disposed	673055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-18	Employee Stock Option (Right to Buy)	$5.28	M	100000	Disposed	2013-04-15	Common Stock (100000)	Direct
2012-12-19	Employee Stock Option (Right to Buy)	$5.28	M	125000	Disposed	2013-04-15	Common Stock (125000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$6.30	2013-06-11	Common Stock (1000000)	1000000	Direct
Employee Stock Option (Right to Buy)	$21.31	2019-06-30	Common Stock (900000)	900000	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (960000)	960000	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2012.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.55 to $25.21, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

F3: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.09 to $25.42, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

F4: Represents (i) 300,000 shares of common stock acquired upon exercise of vested stock options, (ii) 209,383 vested shares of restricted stock and (iii) 163,672 vested shares underlying PSUs.

F5: Options exercisable as to 100%.

F6: Options exercisable as to 100%.

F7: Options exercisable as to 450,000 shares on each of December 31, 2011 and December 31, 2012.

F8: Options exercisable as to 100%.