X0306 4 2016-06-07 0 0001120193 NASDAQ, INC. NDAQ 0001214669 GREIFELD ROBERT ONE LIBERTY PLAZA NEW YORK NY 10006 1 1 0 0 CEO Common Stock, par value $0.01 per share 2016-06-07 4 M 0 67056 35.92 A 1057149 D Common Stock, par value $0.01 per share 2016-06-07 4 S 0 67056 65.31 D 990093 D Employee Stock Option (Right to Buy) 35.92 2016-06-07 4 M 0 67056 0.00 D 2016-12-13 Common Stock 67056 692944 D Employee Stock Option (Right to Buy) 21.31 2019-06-30 Common Stock 900000 900000 D The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.00 to $65.50, 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 (1) to this Form 4. Represents (i) 338,052 shares of common stock acquired upon exercise of vested stock options, (ii) 126,889 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,160 shares purchased under the Employee Stock Purchase Plan. Options exercisable as to 100%. /s/ Edward S. Knight, by power of attorney 2016-06-09