NASDAQ, INC. — Director's Dealing 2014

Jul 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-07-07

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-07	Common Stock, par value $0.01 per share	S	25930	$39.64	Disposed	92098	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)	$25.07	2018-12-17	Common Stock (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (25496)	25496	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (28801)	28801	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.48 to $39.82, 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 (2) to this Form 4.

F3: Represents (i) 7,878 shares of common stock acquired upon exercise of vested stock options, (ii) 16,456 vested shares of restricted stock, (iii) 48,856 shares underlying PSUs, of which 34,615 shares are vested and (iv) 18,908 shares purchased under the Employee Stock Purchase Plan.

F4: Options vested as to 100%.