NASDAQ, INC. — Director's Dealing 2015

May 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-05-06

Reporting Person: MARKESE JOHN D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-06	Common Stock, par value $0.01 per share	A	2348	$0.00	Acquired	63670	Direct

Footnotes

F1: Restricted stock vests as to 100% on May 6, 2016.

F2: Represents (i) 1,424 shares of stock acquired upon exercise of vested stock options and (ii) 62,246 shares or units of restricted stock granted under Nasdaq's Equity Incentive Plan, of which 59,898 are vested as of the date hereof. Of these shares, 58,205 are held by the John D. Markese Trust September 2, 1999, of which Mr. Markese is a trustee and beneficiary.