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: JACOBS JOHN (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	16066	$22.89	Disposed	143503	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.35	2014-11-15	Common Stock (200000)	200000	Direct
Employee Stock Option (Right to Buy)	$9.15	2014-02-18	Common Stock (100000)	100000	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 (45528)	45528	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (22663)	22663	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (32558)	32558	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

F1: Represents (i) 33,934 vested shares of restricted stock, (ii) 92,840 shares underlying PSUs, of which 13,823 shares are vested and (iii) 16,729 shares purchased under the Employee Stock Purchase Plan.

F2: Options exercisable as to 100%.

F3: Options exercisable as to 100%.

F4: Options exercisable on March 4, 2014.

F5: Options exercisable on December 17, 2012.

F6: Options exercisable on March 28, 2014.

F7: Options exercisable as to 100%.

F8: Options exercisable as to 100%.