NASDAQ, INC. — Director's Dealing 2018

May 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2018-04-27

Reporting Person: KNIGHT EDWARD S (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-27	Common Stock, par value $0.01 per share	M	26258	$25.07	Acquired	86627	Direct
2018-04-27	Common Stock, par value $0.01 per share	S	26258	$88.20	Disposed	60369	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-27	Employee Stock Option (Right to Buy)	$25.07	M	26258	Disposed	2018-12-17	Common Stock (26258)	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 (25496)	25496	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 $87.80 to $88.58, 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) 59,994 vested shares underlying performance share units and (ii) 375 shares purchased under the Employee Stock Purchase Plan.

F3: Options exercisable as to 100%.