NASDAQ, INC. — Director's Dealing 2016

Jun 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-06-16

Reporting Person: FRIEDMAN ADENA T (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-16	Common Stock, par value $0.01 per share	F	28126	$64.89	Disposed	144162	Direct

Footnotes

F1: The reported transaction consists of a surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.

F2: Represents (i) 109,711 units of restricted stock, of which 54,991 are vested and (ii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq.