NASDAQ, INC. — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2019-01-29

Reporting Person: FRIEDMAN ADENA T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-29	Common Stock, par value $0.01 per share	A	71215	$0.00	Acquired	288684	Direct
2019-01-29	Common Stock, par value $0.01 per share	F	33589	$85.81	Disposed	255095	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-29	Employee Stock Option (Right to Buy)	$66.68	A	89606	Acquired	2027-01-03	Common Stock (89606)	Direct

Footnotes

F1: 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, 2016 through December 31, 2018.

F2: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above.

F3: Represents (i) 81,584 shares of vested restricted stock, (ii) 139,060 vested shares underlying PSUs and (iii) 34,451 shares granted under Nasdaq's Equity Incentive Plan or acquired under Nasdaq's Employee Stock Purchase Plan when Ms. Friedman was previously an employee of Nasdaq.

F4: Options exercisable.

F5: On January 3, 2017, Ms. Friedman received a grant of 268,817 performance-based options that vests in one-third annual installments based on Nasdaq's satisfaction of certain performance goals for each of the fiscal years ending December 31, 2017, 2018 and 2019. On January 29, 2019, Nasdaq's Management Compensation Committee and Board of Directors determined that the performance goal for 2018 was met, resulting in the settlement of the second one-third of the grant.