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: Kazim Essa (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	4350	$0.00	Acquired	30236	Direct
2016-05-06	Common Stock, par value $0.01 per share	F	705	$64.03	Disposed	29531	Direct

Footnotes

F1: Restricted stock vests as to 100% on May 5, 2017.

F2: Represents the surrender of shares to pay withholding taxes in connection with a vesting of equity previously granted under Nasdaq's Equity Incentive Plan.

F3: Represents shares or units of restricted stock granted pursuant to Nasdaq's Equity Incentive Plan, of which 25,181 are vested as of the date hereof.