NASDAQ, INC. — Director's Dealing 2015

May 28, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-05-26

Reporting Person: Shavel Lee (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-26	Common Stock, par value $0.01 per share	F	25787	$51.93	Disposed	105861	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$24.94	2021-05-23	Common Stock (41257)	41257	Direct

Footnotes

F1: Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.

F2: Represents (i) 49,604 units of vested restricted stock granted pursuant to Nasdaq's Equity Incentive Plan and (ii) 56,257 vested shares underlying performance share units.

F3: Options exercisable.