NASDAQ, INC. — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2013-12-31

Reporting Person: Shavel Lee (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock, par value $0.01 per share	F	17032	$39.80	Disposed	159747	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 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) 123,837 units of restricted stock, of which 23,597 are vested and (ii) 35,910 shares underlying PSUs, of which 13,456 are vested.

F3: Options exercisable on May 23, 2014.