NASDAQ, INC. — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-02-01

Reporting Person: Jochumsen Hans-Ole (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock, par value $0.01 per share	S	35000	$61.44	Disposed	9392	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$19.75	2020-03-04	Common Stock (22059)	22059	Direct
Employee Stock Option (Right to Buy)	$25.28	2021-03-28	Common Stock (33995)	33995	Direct
Employee Stock Option (Right to Buy)	$41.36	2018-03-24	Common Stock (15771)	15771	Direct

Footnotes

F1: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.15 to $61.70, inclusive. The reporting person undertakes to provide to Nasdaq, any security holder of Nasdaq or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

F2: Represents (i) 8,232 vested shares underlying performance share units and (ii) 1,160 shares purchased pursuant to the Employee Stock Purchase Plan.

F3: Options exercisable.