NASDAQ, INC. — Director's Dealing 2013

Mar 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-03-13

Reporting Person: AUST BRUCE (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-13	Common Stock, par value $0.01 per share	M	7500	$9.15	Acquired	129251	Direct
2013-03-13	Common Stock, par value $0.01 per share	S	7500	$32.11	Disposed	121751	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-13	Employee Stock Option (Right to Buy)	$9.15	M	7500	Disposed	2014-02-18	Common Stock (7500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.35	2014-11-15	Common Stock (120000)	120000	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (25210)	25210	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 (25496)	25496	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: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2012.

F2: Represents (i) 7,000 shares of common stock acquired upon exercise of vested stock options, (ii) 32,274 vested shares of restricted stock, (iii) 76,290 shares underlying PSUs, of which 37,006 shares are vested and (iv) 6,187 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable.

F4: Options exercisable.

F5: Options exercisable on March 4, 2014.

F6: Options exercisable.

F7: Options exercisable on March 28, 2014.

F8: Options exercisable.

F9: Options exercisable.