NASDAQ, INC. — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-05-22

Reporting Person: Kazim Essa (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Stock, par value $0.01 per share	A	3713	—	Acquired	24017	Direct
2013-05-22	Common Stock, par value $0.01 per share	F	1546	$30.98	Disposed	22471	Direct

Footnotes

F1: Restricted stock vests as to 100% on May 22, 2014.

F2: Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F3: Represents shares or units of restricted stock granted pursuant to The NASDAQ OMX Group, Inc. Equity Incentive Plan, of which 18,758 are vested.