NASDAQ, INC. — Director's Dealing 2012

Feb 24, 2012

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: Noll Eric (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	56963	—	Acquired	137138	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.50	2019-07-22	Common Stock (72319)	72319	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (28362)	28362	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	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) 22,283 shares of restricted stock, of which 4,783 are vested and (ii) 114,855 shares underlying PSUs, of which 20,939 are vested.

F3: Options exercisable on July 22, 2013.

F4: Options exercisable on March 4, 2014.

F5: Options exercisable on March 28, 2014.