NASDAQ, INC. — Director's Dealing 2013

Mar 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-03-27

Reporting Person: Noll Eric (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-27	Common Stock, par value $0.01 per share	S	14642	$32.29	Disposed	93613	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.50	2019-07-22	Common Stock (72319)	72319	Direct
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (28362)	28362	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2013.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.20 to $32.37, 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) 14,194 vested shares of restricted stock and (ii) 79,419 shares underlying PSUs, of which 29,291 are vested.

F4: Options exercisable on July 22, 2013.

F5: Options exercisable on March 4, 2014.

F6: Options exercisable on March 28, 2014.