NASDAQ, INC. — Director's Dealing 2015

May 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-05-07

Reporting Person: Wittman Thomas A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-07	Common Stock, par value $0.01 per share	F	3999	$49.89	Disposed	50687	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (12748)	12748	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) 30,457 units of vested restricted stock, (ii) 19,991 shares underlying performance share units, of which 10,790 are vested and (iii) 239 shares purchased under the Employee Share Purchase Plan.

F3: Options exercisable.