NASDAQ, INC. — Director's Dealing 2015

Feb 9, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2014-12-31

Reporting Person: GREIFELD ROBERT (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-23	Common Stock, par value $0.01 per share	G	4780	$0.00	Disposed	838631	Direct
2014-12-19	Common Stock, par value $0.01 per share	G	1140	$0.00	Disposed	838631	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.31	2019-06-30	Common Stock (900000)	900000	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (960000)	960000	Direct

Footnotes

F1: These shares were included in Box 5 of Forms 4 filed by the reporting person after the date of the bona fide charitable gift.

F2: The amount reported reflects the amount of securities beneficially owned as of December 31, 2014 and represents (i) 397,660 shares of common stock acquired upon exercise of vested stock options, (ii) 209,383 vested shares of restricted stock, (iii) 230,950 vested shares underlying PSUs and (iv) 638 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable as to 100%.