NASDAQ, INC. — Director's Dealing 2015

Feb 2, 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: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-11	Common Stock, par value $0.01 per share	G	3000	—	Disposed	60571	Direct
2011-10-28	Common Stock, par value $0.01 per share	G	2400	—	Disposed	60571	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (25496)	25496	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (28801)	28801	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	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 through December 2014.

F2: The amount reported reflects the amount of securites beneficially owned as of the date of this filing and represents (i) 41,663 vested shares underlying performance share units and (ii) 18,908 shares purchased under the Employee Stock Purchase Plan.

F3: Exercisable options.