NASDAQ, INC. — Director's Dealing 2013

May 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-05-22

Reporting Person: MARKESE JOHN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-22	Common Stock, par value $0.01 per share	A	3713	—	Acquired	58205	Direct

Footnotes

F1: Restricted stock vests as to 100% on May 22, 2014.

F2: Represents (i) 1,424 shares of stock acquired upon exercise of vested stock options and (ii) 56,781 shares or units of restricted stock granted under The NASDAQ OMX Equity Incentive Plan, of which 53,068 are vested. Of these shares, 47,915 are held by the John D. Markese Trust September 2, 1999, of which Mr. Markese is a trustee and beneficiary.