NASDAQ, INC. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Ottersgard Lars (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-31	Common Stock, par value $0.01 per share	F	3955	$47.96	Disposed	15603	Direct

Footnotes

F1: The transactions reported on this Form 4 consist of surrenders of shares to pay withholding taxes in connection with vestings of equity previously granted under Nasdaq's Equity Incentive Plan.

F2: Represents (i) 11,185 shares underlying performance share units, of which 5,769 are vested and (ii) 4,418 shares purchased under the Employee Stock Purchase Plan.