NASDAQ, INC. — Director's Dealing 2013

Oct 30, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-10-28

Reporting Person: Noll Eric (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-28	Common Stock, par value $0.01 per share	M	38475	$19.50	Acquired	88603	Direct
2013-10-28	Common Stock, par value $0.01 per share	S	38475	$35.75	Disposed	50128	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-28	Employee Stock Option (Right to Buy)	$19.50	M	38475	Disposed	2019-07-22	Common Stock (38475)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (28362)	28362	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct

Footnotes

F1: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.73 to $35.78, 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 (1) to this Form 4.

F2: Represents 50,128 unvested shares underlying PSUs.

F3: Options exercisable.

F4: Options exercisable on March 4, 2014.

F5: Options exercisable on March 28, 2014.