NASDAQ, INC. — Director's Dealing 2013

Apr 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-03-28

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-28	Common Stock, par value $0.01 per share	F	3847	$32.30	Disposed	149644	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.35	2014-11-15	Common Stock (100000)	100000	Direct
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: The transaction reported on this Form 4 consists of a surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F2: Represents (i) 7,878 shares of common stock acquired upon exercise of vested stock options, (ii) 50,255 vested shares of restricted stock, (iii) 74,211 shares underlying PSUs, of which 34,008 shares are vested and (iv) 17,300 shares purchased under the Employee Stock Purchase Plan.

F3: Options vested as to 100%.

F4: Options exercisable on March 4, 2014.

F5: Options vested as to 100%.

F6: Options exercisable on March 28, 2014.

F7: Options vested as to 100%.

F8: Options vested as to 100%.