NASDAQ, INC. — Director's Dealing 2016

Jun 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-05-31

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common Stock, par value $0.01 per share	M	28801	$35.92	Acquired	85210	Direct
2016-05-31	Common Stock, par value $0.01 per share	S	28801	$65.55	Disposed	56409	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-31	Employee Stock Option (Right to Buy)	$35.92	M	28801	Disposed	2016-12-13	Common Stock (28801)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.07	2018-12-17	Common Stock (39458)	39458	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (25496)	25496	Direct
Employee Stock Option (Right to Buy)	$45.38	2017-12-12	Common Stock (19555)	19555	Direct

Footnotes

F1: The reported sale was 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 $65.38 to $65.82, 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) 55,887 vested shares underlying performance share units and (ii) 522 shares purchased under the Employee Stock Purchase Plan.

F4: Options exercisable as to 100%.