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: 2014-12-10

Reporting Person: Ewing Anna M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock, par value $0.01 per share	G	10696	—	Disposed	61357	Direct
2014-12-31	Common Stock, par value $0.01 per share	F	11538	$47.96	Disposed	49819	Direct
2015-01-05	Common Stock, par value $0.01 per share	S	5307	$47.48	Disposed	44512	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (22564)	22564	Direct

Footnotes

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

F2: The sale reported was effected pursuant to a Rule 10b5-1 trading plan.

F3: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.28 to $47.53, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.

F4: Represents (i) 3,061 vested shares of restricted stock, (ii) 33,585 vested shares underlying performance share units, and (iii) 7,866 shares purchased under the Employee Stock Purchase Plan.

F5: Options exercisable.