NASDAQ, INC. — Director's Dealing 2014

Nov 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-11-20

Reporting Person: HASSEN RONALD (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-20	Common Stock, par value $0.01 per share	M	7585	$19.75	Acquired	87064	Direct
2014-11-20	Common Stock, par value $0.01 per share	M	14165	$25.28	Acquired	101229	Direct
2014-11-20	Common Stock, par value $0.01 per share	S	21750	$44.01	Disposed	79479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-20	Employee Stock Option (Right to Buy)	$19.75	M	7585	Disposed	2020-03-04	Common Stock (7585)	Direct
2014-11-20	Employee Stock Option (Right to Buy)	$25.28	M	14165	Disposed	2021-03-28	Common Stock (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 $44.04, 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.