NASDAQ, INC. — Director's Dealing 2014

Dec 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-12-18

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-18	Common Stock, par value $0.01 per share	S	18934	$47.73	Disposed	73164	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 (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (25496)	25496	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (28801)	28801	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.

F2: Represents (i) 24,308 shares of common stock and (ii) 48,856 shares underlying performance share units, of which 34,615 shares are vested.

F3: Options exercisable.