NASDAQ, INC. — Director's Dealing 2014

Feb 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-02-18

Reporting Person: Jochumsen Hans-Ole (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock, par value $0.01 per share	S	14700	$39.09	Disposed	62808	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)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct
Employee Stock Option (Right to Buy)	$41.36	2018-03-24	Common Stock (15771)	15771	Direct

Footnotes

F1: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.08 to $39.14, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

F2: Represents (i) 58,387 shares underlying PSUs, of which 39,398 shares are vested and (ii) 4,421 shares purchased pursuant to the Employee Share Purchase Plan.

F3: Options exercisable on March 4, 2014.

F4: Options exercisable on March 28, 2014.

F5: Options exercisable as to 100%.