NASDAQ, INC. — Director's Dealing 2014

May 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-05-22

Reporting Person: Kazim Essa (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-22	Common Stock, par value $0.01 per share	F	1114	$36.36	Disposed	24474	Direct

Footnotes

F1: Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under NASDAQ OMX's Equity Incentive Plan.

F2: Represents shares or units of restricted stock granted pursuant to The NASDAQ OMX Group, Inc. Equity Incentive Plan, of which 21,357 are vested.