NASDAQ, INC. — Director's Dealing 2014

Sep 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-09-12

Reporting Person: AUST BRUCE (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-12	Common Stock, par value $0.01 per share	S	26389	$43.75	Disposed	72350	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (45528)	45528	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 (32558)	32558	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	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 $43.64 to $43.85, 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) 5,885 vested shares of restricted stock, (ii) 59,640 shares underlying PSUs, of which 45,399 shares are vested and (iii) 6,825 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable.