NASDAQ, INC. — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-02-22

Reporting Person: Griggs PC Nelson (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-22	Common Stock, par value $0.01 per share	F	13407	$50.79	Disposed	31189	Direct

Footnotes

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

F2: Represents (i) 15,198 units of vested restricted stock and (ii) 15,991 shares underlying performance share units, of which 7,209 are vested.