NASDAQ, INC. — Director's Dealing 2015

Feb 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ OMX GROUP, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2015-02-19

Reporting Person: Ewing Anna M (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-19	Common Stock, par value $0.01 per share	M	13500	$45.38	Acquired	78041	Direct
2015-02-19	Common Stock, par value $0.01 per share	S	13500	$50.38	Disposed	64541	Direct
2015-02-20	Common Stock, par value $0.01 per share	M	9064	$45.38	Acquired	73605	Direct
2015-02-20	Common Stock, par value $0.01 per share	S	9064	$50.38	Disposed	64541	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-19	Employee Stock Option (Right to Buy)	$45.38	M	13500	Disposed	2017-12-12	Common Stock (13500)	Direct
2015-02-20	Employee Stock Option (Right to Buy)	$45.38	M	9064	Disposed	2017-12-12	Common Stock (9064)	Direct

Footnotes

F1: The sales reported were effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.38 to $50.39, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq 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 (2) to this Form 4.

F3: Represents (i) 3,061 vested shares of restricted stock, (ii) 53,614 vested shares underlying performance share units, and (iii) 7,866 shares purchased under the Employee Stock Purchase Plan.

F4: Options exercisable.