NASDAQ, INC. — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-02-06

Reporting Person: Peterson Bradley J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common stock, par value $0.01 per share	F	9008	$49.24	Disposed	37044	Direct
2015-02-09	Common stock, par value $0.01 per share	S	13981	$48.87	Disposed	23063	Direct

Footnotes

F1: The reported transaction consists of a surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.

F2: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 29, 2014.

F3: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.72 to $49.06, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. 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 (3) to this Form 4.

F4: Represents (i) 22,988 shares of unvested restricted stock and (ii) 75 shares purchased under the Employee Stock Purchase Plan.