NASDAQ, INC. — Director's Dealing 2013

Nov 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-11-08

Reporting Person: HASSEN RONALD (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-08	Common Stock, par value $0.01 per share	M	10209	$7.35	Acquired	88191	Direct
2013-11-08	Common Stock, par value $0.01 per share	S	10209	$36.00	Disposed	77982	Direct
2013-11-11	Common Stock, par value $0.01 per share	M	37411	$7.35	Acquired	115393	Direct
2013-11-11	Common Stock, par value $0.01 per share	S	37411	$36.03	Disposed	77982	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-08	Employee Stock Option (Right to Buy)	$7.35	M	10209	Disposed	2014-11-15	Common Stock (10209)	Direct
2013-11-11	Employee Stock Option (Right to Buy)	$7.35	M	37411	Disposed	2014-11-15	Common Stock (37411)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.01, 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 $36.00 to $36.16, 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) 55,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 17,257 shares underlying PSUs, of which 7,092 shares are vested and (iii) 5,153 shares purchased under the Employee Stock Puchase Plan.

F4: Options exercisable.

F5: Options exercisable on March 4, 2014.

F6: Options exercisable.

F7: Options exercisable.

F8: Options exercisable on March 28, 2014.