NASDAQ, INC. — Director's Dealing 2014

May 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-05-07

Reporting Person: HUTCHINS GLENN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-07	Common Stock, par value $0.01 per share	A	5693	—	Acquired	28726	Direct

Footnotes

F1: 407 units of restricted stock vest immediately, and the remaining units vest on May 7, 2015.

F2: Represents shares or units of restricted stock granted pursuant to The NASDAQ OMX Group, Inc. ("NASDAQ OMX") Equity Incentive Plan, of which 17,144 are vested. Mr. Hutchins disclaims beneficial ownership of any NASDAQ OMX securities that may be held by Silver Lake or its affiliates, except to the extent of any pecuniary interest he may have therein.