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NASDAQ, INC. — Director's Dealing 2015
Feb 19, 2015
30011_dirs_2015-02-19_d12465c1-1eb0-4767-8d94-e328ab404642.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-02-17
Reporting Person: Wittman Thomas A (Executive Vice President)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2015-02-17 | Common Stock, par value $0.01 per share | A | 10562 | $0.00 | Acquired | 56180 | Direct |
| 2015-02-17 | Common Stock, par value $0.01 per share | F | 1733 | $49.92 | Disposed | 54686 | 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 settlement of performance share units (PSUs) that were granted under Nasdaq's Equity Incentive Plan on May 7, 2012. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2012 through December 31, 2014. On February 17, 2015, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2014.
F2: Also represents the settlement of PSUs that were granted under Nasdaq's Equity Incentive Plan on March 31, 2014. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2014 through December 31, 2014. On February 17, 2015, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest as to one-third on December 31, 2015, one-third on December 31, 2016 and one-third on December 31, 2017.
F3: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
F4: Represents (i) 34,456 units of restricted stock, of which 25,497 are vested, (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.
F5: Options exercisable.