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: Wittman Thomas A (Executive Vice President)

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	19583	$0.00	Acquired	95762	Direct
2019-01-29	Common stock, par value $0.01 per share	F	8168	$85.81	Disposed	87594	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) 29,373 shares or units of restricted stock, of which 20,458 are vested, (ii) 56,316 shares underlying performance share units, all of which are vested and (iii) 1,905 shares purchased under the Employee Share Purchase Plan.