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: Peterson Bradley J (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	24924	$0.00	Acquired	39482	Direct
2019-01-29	Common stock, par value $0.01 per share	F	11541	$85.81	Disposed	27941	Direct
2019-01-30	Common Stock, par value $0.01 per share	S	6159	$85.48	Disposed	21782	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: The reported sale was effected pursuant to Rule 10b5-1 trading plan

F4: The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85 to
$85.98, 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 (4) to this Form 4.

F5: Represents (i) 13,141 shares of vested restricted stock, (ii) 7,224 vested shares underlying PSUs and (iii) 1,417 shares purchased under the Employee Stock Purchase Plan.