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: HUTCHINS GLENN H (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	6296	—	Acquired	39597	Direct

Footnotes

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

F2: Represents shares or units of restricted stock granted pursuant to The NASDAQ OMX Group, Inc. ("NASDAQ OMX") Equity Incentive Plan, of which 33,301 are vested. Under Mr. Hutchins' arrangements with Silver Lake or its affiliates with respect to director compensation, 16,564 shares or proceeds therefrom are expected to be assigned to Silver Lake or its affiliates. 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.