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NASDAQ, INC. — Director's Dealing 2015
Feb 19, 2015
30011_dirs_2015-02-19_716ae4d0-e3c3-42ca-8081-543c6f06c614.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: Ewing Anna M (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 | 81656 | $0.00 | Acquired | 126168 | Direct |
| 2015-02-17 | Common Stock, par value $0.01 per share | F | 41599 | $49.92 | Disposed | 84569 | Direct |
| 2015-02-18 | Common Stock, par value $0.01 per share | S | 20028 | $49.74 | Disposed | 64541 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy) | $45.38 | 2017-12-12 | Common Stock (22564) | 22564 | 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: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.
F3: The sale reported was effected pursuant to a Rule 10b5-1 trading plan.
F4: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.66 to $49.81, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
F5: Represents (i) 3,061 vested shares of restricted stock, (ii) 53,614 vested shares underlying performance share units, and (iii) 7,866 shares purchased under the Employee Stock Purchase Plan.
F6: Options exercisable.