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: GREIFELD ROBERT (Director, CEO)

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	421539	$0.00	Acquired	1210769	Direct
2016-02-26	Common Stock, par value $0.01 per share	F	220676	$63.85	Disposed	990093	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$21.31	2019-06-30	Common Stock (900000)	900000	Direct
Employee Stock Option (Right to Buy)	$35.92	2016-12-13	Common Stock (960000)	960000	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) 338,052 shares of common stock acquired upon exercise of vested stock options, (ii) 126,889 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,160 shares purchased under the Employee Stock Purchase Plan.

F4: Options exercisable as to 100%.