NASDAQ, INC. — Director's Dealing 2014

Jun 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-06-03

Reporting Person: Ewing Anna M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-03	Common Stock, par value $0.01 per share	S	10000	$38.00	Disposed	119936	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (34664)	34664	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (39661)	39661	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person May 27, 2014.

F2: Represents (i) 52,383 vested shares of restricted stock, (ii) 50,440 shares underlying PSUs, of which 28,288 shares are vested and (iii) 17,113 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable.