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: JACOBS JOHN (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	6394	$47.96	Disposed	111468	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 (45528)	45528	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (22663)	22663	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (32558)	32558	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	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) 33,934 vested shares of restricted stock, (ii) 58,195 vested shares underlying performance share units, and (iii) 19,339 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable.