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: DENNISON ANN M (Controller and Prin Acctg Ofcr)

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	7763	$0.00	Acquired	15101	Direct
2019-01-29	Common Stock, par value $0.01 per share	F	1272	$85.81	Disposed	13829	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: Also represents the settlement of 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 one-year performance period from January 1, 2018 through December 31, 2018.

F3: Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described in Footnote (1) above.

F4: Represents (i) 723 vested shares or units of restricted stock,(ii) 12,780 shares underlying PSUs, of which 4,773 shares are vested and (iii) 326 shares purchased under the Employee Stock Purchase plan.