NASDAQ, INC. — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-02-26

Reporting Person: HASSEN RONALD (Interim Chief Financial Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-26	Common Stock, par value $0.01 per share	A	8358	$0.00	Acquired	50395	Direct
2016-02-26	Common Stock, par value $0.01 per share	F	2202	$63.85	Disposed	48193	Direct

Footnotes

F1: Represents the settlement of performance share units (PSUs) that were granted under Nasdaq's Equity Incentive Plan on July 25, 2013. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a three-year performance period from January 1, 2013 through December 31, 2015. On February 26, 2016, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2015.

F2: Also represents the settlement of PSUs that were granted under Nasdaq's Equity Incentive Plan on March 31, 2015. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2015 through December 31, 2015. On February 26, 2016, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest as to one-third on December 31, 2016, one-third on December 31, 2017 and one-third on December 31, 2018.

F3: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.

F4: Represents (i) 26,632 vested shares or units of restricted stock, (ii) 20,795 shares underlying performance share units, of which 13,906 shares are vested and (iii) 766 shares purchased under the Employee Stock Puchase Plan.