NASDAQ, INC. — Director's Dealing 2020

Feb 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NASDAQ, INC. (NDAQ)
CIK: 0001120193
Period of Report: 2020-02-25

Reporting Person: DENNISON ANN M (Controller and Prin Acctg Ofcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-25	Common Stock, par value $0.01 per share	A	7928	$0.00	Acquired	14593	Direct
2020-02-25	Common Stock, par value $0.01 per share	F	1360	$112.41	Disposed	13233	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, 2017 through December 31, 2019.

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, 2019 through December 31, 2019. The shares underlying the PSUs will vest as to one-third on December 31, 2020, one-third on December 31, 2021 and one-third on December 31, 2022.

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

F4: Represents (i) 12,604 shares underlying PSUs of which 4,463 are vested and (ii) 629 shares purchased under the Employee Stock Purchase Plan.