NASDAQ, INC. — Director's Dealing 2014

Jul 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-07-18

Reporting Person: Ewing Anna M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-18	Common Stock, par value $0.01 per share	S	20000	$41.00	Disposed	71242	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

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

F2: Represents (i) 3,061 vested shares of restricted stock, (ii) 50,430 shares underlying PSUs, of which 28,278 shares are vested and (iii) 17,751 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable.