NASDAQ, INC. — Director's Dealing 2013

Jun 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-06-10

Reporting Person: HUTCHINS GLENN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-10	Common Stock, par value $0.01 per share	S	16564	$32.72	Disposed	23033	Direct

Footnotes

F1: Under Mr. Hutchins' arrangements with Silver Lake or its affiliates with respect to director compensation, the proceeds of these sales are expected to be assigned to Silver Lake or its affiliates.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.64 to $32.85, 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 shares or units of restricted stock granted pursuant to The NASDAQ OMX Group, Inc. ("NASDAQ OMX") Equity Incentive Plan, of which 16,737 are vested. Mr. Hutchins disclaims beneficial ownership of any NASDAQ OMX securities that may be held by Silver Lake or its affiliates, except to the extent of any pecuniary interest he may have therein.