NASDAQ, INC. — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2018-01-02

Reporting Person: Ottersgard Lars (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-02	Common Stock, par value $0.01 per share	F	785	$76.74	Disposed	13204	Direct
2018-01-03	Common Stock, par value $0.01 per share	A	14009	$0.00	Acquired	27213	Direct
2018-01-03	Common Stock, par value $0.01 per share	F	8126	$77.66	Disposed	19087	Direct

Footnotes

F1: Represents the surrender of shares to pay withholding taxes in connection with vestings of equity previously granted under Nasdaq's Equity Incentive Plan.

F2: Represents the settlement of performance share units (PSUs) that were previously granted under Nasdaq's Equity Incentive Plan. 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, 2015 through December 31, 2017.

F3: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.

F4: Represents (i) 13,705 shares underlying performance share units, of which all are vested and (ii) 5,382 shares purchased under the Employee Stock Purchase Plan.