NASDAQ, INC. — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-11-18

Reporting Person: HASSEN RONALD (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-18	Common Stock, par value $0.01 per share	M	12707	$20.04	Acquired	92186	Direct
2014-11-18	Common Stock, par value $0.01 per share	S	12707	$44.00	Disposed	79479	Direct
2014-11-18	Common Stock, par value $0.01 per share	M	11618	$25.07	Acquired	91097	Direct
2014-11-18	Common Stock, par value $0.01 per share	S	11618	$44.00	Disposed	79479	Direct
2014-11-19	Common Stock, par value $0.01 per share	M	3558	$25.07	Acquired	83037	Direct
2014-11-19	Common Stock, par value $0.01 per share	S	3558	$44.00	Disposed	79479	Direct
2014-11-19	Common Stock, par value $0.01 per share	M	6202	$19.75	Acquired	85681	Direct
2014-11-19	Common Stock, par value $0.01 per share	S	6202	$44.00	Disposed	79479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-18	Employee Stock Option (Right to Buy)	$20.04	M	12707	Disposed	2017-08-03	Common Stock (12707)	Direct
2014-11-18	Employee Stock Option (Right to Buy)	$25.07	M	11618	Disposed	2018-12-17	Common Stock (11618)	Direct
2014-11-19	mployee Stock Option (Right to Buy)	$25.07	M	3558	Disposed	2018-12-17	Common Stock (3558)	Direct
2014-11-19	Employee Stock Option (Right to Buy)	$19.75	M	6202	Disposed	2020-03-04	Common Stock (6202)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (14165)	14165	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 $44.00 to $44.01, 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) 55,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 18,116 shares underlying PSUs, of which 9,647 shares are vested and (iii) 5,791 shares purchased under the Employee Stock Puchase Plan.

F3: Options exercisable.