NASDAQ, INC. — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2017-02-21

Reporting Person: Ottersgard Lars (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock, par value $0.01 per share	S	4067	$71.52	Disposed	13989	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 $71.49 to $71.56, 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) 8,607 shares underlying performance share units, of which 7,254 are vested and (ii) 5,382 shares purchased under the Employee Stock Purchase Plan.