NASDAQ, INC. — Director's Dealing 2013

Aug 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-08-09

Reporting Person: Shavel Lee (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-09	Common Stock, par value $0.01 per share	S	10000	$32.28	Disposed	201779	Direct
2013-08-12	Common Stock, par value $0.01 per share	S	25000	$31.91	Disposed	176779	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.94	2021-05-23	Common Stock (41257)	41257	Direct

Footnotes

F1: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.15 to $32.34, 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 (1) to this Form 4.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.88 to $31.92, 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: Represents (i) 123,837 units of restricted stock, of which 23,597 are vested and (ii) 52,942 shares underlying PSUs, of which 8,034 are vested.

F4: Options exercisable on May 23, 2014.