NASDAQ, INC. — Director's Dealing 2020

Apr 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2020-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock, par value $0.01 per share	A	19507	$0.00	Acquired	326380	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$66.68	2027-01-03	Common Stock (268817)	268817	Direct

Footnotes

F1: Represents shares or units of restricted stock granted pursuant to Nasdaq's Equity Incentive Plan, which vest as to 33% on April 1, 2022, 33% on April 1, 2023 and 34% on April 1, 2024.

F2: Represents (i) 101,091 shares or units of restricted stock, of which 81,584 are vested, (ii) 190,838 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 prior to returning as President in 2014.

F3: Options exercisable.