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: HASSEN RONALD (Senior 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	2384	$47.96	Disposed	61869	Direct

Footnotes

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

F2: Represents (i) 51,775 shares or units of restricted stock, of which 1,775 are vested, (ii) 9,850 shares underlying performance share units, of which 6,008 shares are vested and (iii) 244 shares purchased under the Employee Stock Puchase Plan.