NASDAQ, INC. — Director's Dealing 2013

Jan 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2012-12-31

Reporting Person: JACOBS JOHN (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-31	Common Stock, par value $0.01 per share	F	20312	$24.99	Disposed	124193	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 (45528)	45528	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (22663)	22663	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (32558)	32558	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

F1: The transactions reported on this Form 4 consist of surrenders of shares to pay withholding taxes in connection with vestings of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F2: Represents (i) 33,934 vested shares of restricted stock, (ii) 72,528 shares underlying PSUs, of which 37,758 shares are vested and (iii) 17,731 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable on March 4, 2014.

F4: Options exercisable as to 100%.

F5: Options exercisable on March 28, 2014.

F6: Options exercisable as to 100%.

F7: Options exercisable as to 100%.