NASDAQ, INC. — Director's Dealing 2017

Feb 14, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2016-12-31

Reporting Person: GREIFELD ROBERT (Director, CHAIRMAN)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-27	Common Stock, par value $0.01 per share	G	744	$0.00	Disposed	988436	Direct
2016-12-29	Common Stock, par value $0.01 per share	G	635	$0.00	Disposed	988436	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

Footnotes

F1: These shares were included in Box 5 of a Form 4 filed by the reporting person after the date of the bona fide charitable gift.

F2: The amount reported reflects the amount of securities beneficially owned as of December 31, 2016 and represents (i) 336,673 shares of common stock acquired upon exercise of vested stock options, (ii) 126,169 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,602 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable as to 100%.