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: Jochumsen Hans-Ole (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	20300	$22.89	Disposed	134657	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (33995)	33995	Direct
Employee Stock Option (Right to Buy)	$41.36	2018-03-24	Common Stock (15771)	15771	Direct

Footnotes

F1: Represents (i) 29,700 units of vested restricted stock (ii) 102,508 shares underlying PSUs, of which 7,455 shares are vested and (iii) 2,449 shares purchased pursuant to the Employee Share Purchase Plan.

F2: Options exercisable on March 4, 2014.

F3: Options exercisable on December 17, 2012.

F4: Options exercisable on March 28, 2014.

F5: Options exercisable as to 100%.