NASDAQ, INC. — Director's Dealing 2015

Feb 19, 2015

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: Ottersgard Lars (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	12720	$0.00	Acquired	28323	Direct
2015-02-17	Common Stock, par value $0.01 per share	F	5024	$49.92	Disposed	23299	Direct

Footnotes

F1: Represents the settlement of performance share units (PSUs) that were granted under the Nasdaq 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) 18,881 shares underlying performance share units, of which 9,407 are vested and (ii) 4,418 shares purchased under the Employee Stock Purchase Plan.