NASDAQ, INC. — Director's Dealing 2016

Jun 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-06-09

Reporting Person: GREIFELD ROBERT (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-09	Common Stock, par value $0.01 per share	M	100000	$35.92	Acquired	1090093	Direct
2016-06-09	Common Stock, par value $0.01 per share	S	100000	$65.44	Disposed	990093	Direct
2016-06-10	Common Stock, par value $0.01 per share	M	47952	$35.92	Acquired	1038045	Direct
2016-06-10	Common Stock, par value $0.01 per share	S	47952	$65.75	Disposed	990093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-09	Employee Stock Option (Right to Buy)	$35.92	M	100000	Disposed	2016-12-13	Common Stock (100000)	Direct
2016-06-10	Employee Stock Option (Right to Buy)	$35.92	M	47952	Disposed	2016-12-13	Common Stock (47952)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.31	2019-06-30	Common Stock (900000)	900000	Direct

Footnotes

F1: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.20 to $65.66, 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 (1) to this Form 4.

F2: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.60 to $65.93, 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) 338,052 shares of common stock acquired upon exercise of vested stock options, (ii) 126,889 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,160 shares purchased under the Employee Stock Purchase Plan.

F4: Options exercisable as to 100%.