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: HASSEN RONALD (Senior 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	2714	$39.80	Disposed	80537	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (13787)	13787	Direct
Employee Stock Option (Right to Buy)	$20.04	2017-08-03	Common Stock (12707)	12707	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (15176)	15176	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (14165)	14165	Direct

Footnotes

F1: The transactions reported on this Form 4 consist of surrenders of shares to pay withholding taxes in connection with the vestings of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F2: Represents (i) 55,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 19,812 shares underlying PSUs, of which 9,647 shares are vested and (iii) 5,153 shares purchased under the Employee Stock Puchase Plan.

F3: Options exercisable on March 4, 2014.

F4: Options exercisable.

F5: Options exercisable.

F6: Options exercisable on March 28, 2014.