NASDAQ, INC. — Director's Dealing 2014

Feb 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-02-21

Reporting Person: HASSEN RONALD (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-21	Common Stock, par value $0.01 per share	A	3573	—	Acquired	78841	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: Represents the settlement of performance share units (PSUs) that were granted under The NASDAQ OMX Group, Inc. Equity Incentive Plan on July 25, 2013. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2013 through December 31, 2013. On February 21, 2014, NASDAQ OMX's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest as to one-third on December 31, 2014, one-third on December 31, 2015 and one-third on December 31, 2016.

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) 5,153 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.