NASDAQ, INC. — Director's Dealing 2013

Nov 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-11-06

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-06	Common Stock, par value $0.01 per share	S	8720	$34.45	Disposed	141894	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (39458)	39458	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 (28801)	28801	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	Direct

Footnotes

F1: Represents (i) 7,878 shares of common stock acquired upon exercise of vested stock options, (ii) 42,847 vested shares of restricted stock, (iii) 72,899 shares underlying PSUs, of which 32,696 shares are vested and (iv) 18,270 shares purchased under the Employee Stock Purchase Plan.

F2: Options exercisable on March 4, 2014.

F3: Options vested as to 100%.

F4: Options exercisable on March 28, 2014.

F5: Options vested as to 100%.

F6: Options vested as to 100%.