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: Griggs PC Nelson (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	1625	$47.96	Disposed	36260	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) 28,605 units of unvested restricted stock and (ii) 7,655 shares underlying performance share units, of which 3,299 are vested.