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: HASSEN RONALD (Senior 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	5934	—	Acquired	76876	Direct
2012-02-22	Common Stock, par value $0.01 per share	A	50000	—	Acquired	126876	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.35	2014-11-15	Common Stock (47620)	47620	Direct
Employee Stock Option (Right to Buy)	$8.5	2013-07-29	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$9.15	2014-02-18	Common Stock (25000)	25000	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (13787)	13787	Direct
Employee Stock Option (Right to Buy)	$20.04	2017-08-03	Common Stock (12707)	12707	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (15176)	15176	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (14165)	14165	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: Restricted stock vests upon the first to occur of (i) February 22, 2015, provided that Mr. Hassen remains employed by NASDAQ OMX in the position of Controller, or (ii) such earlier date as of which NASDAQ OMX's Chief Financial Officer certifies that Mr. Hassen has served at least 24 months from the date of the award in the position of Controller and has successfully transitioned his replacement as Controller.

F3: Represents (i) 105,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 18,123 shares underlying PSUs, of which 1,147 shares are vested and (iii) 3,181 shares purchased under the Employee Stock Purchase Plan.

F4: Options vested as to 100%.

F5: Options vested as to 100%.

F6: Options vested as to 100%.

F7: Options exercisable on March 4, 2014.

F8: Options vested as to one-third. Options exercisable as to one-third on August 3, 2012 and one-third on August 3, 2013.

F9: Options exercisable on December 17, 2012.

F10: Options exercisable on March 28, 2014.