NASDAQ, INC. — Director's Dealing 2016

May 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HUTCHINS GLENN H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-05	Common Stock, par value $0.01 per share	A	4856	$0.00	Acquired	38034	Direct

Footnotes

F1: 506 units of restricted stock vest immediately, and the remaining units vest on May 5, 2017.

F2: Represents shares or units of restricted stock granted pursuant to Nasdaq's Equity Incentive Plan, of which 33,684 are vested as of the date hereof. Mr. Hutchins disclaims beneficial ownership of any Nasdaq securities that may be held by Silver Lake or its affiliates, except to the extent of any pecuniary interest he may have therein.