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: Wittman Thomas A (Executive Vice President)

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	5078	$0.00	Acquired	54670	Direct
2016-02-26	Common Stock, par value $0.01 per share	F	2462	$63.85	Disposed	52208	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (12748)	12748	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: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.

F3: Represents (i) 30,457 units of vested restricted stock, (ii) 20,990 shares underlying performance share units, of which 16,195 are vested and (iii) 761 shares purchased under the Employee Share Purchase Plan.

F4: Options exercisable.