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: 2013-05-23

Reporting Person: Shavel Lee (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-23	Common Stock, par value $0.01 per share	F	22063	$30.92	Disposed	211779	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.94	2021-05-23	Common Stock (41257)	41257	Direct

Footnotes

F1: The transaction reported on this Form 4 consists of a surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F2: Represents (i) 154,937 units of restricted stock, of which 54,697 are vested and (ii) 56,842 shares underlying PSUs, of which 11,934 are vested.

F3: Options exercisable on May 23, 2014.