X0306 5 2016-12-31 0 0 0 0001120193 NASDAQ, INC. NDAQ 0001214669 GREIFELD ROBERT ONE LIBERTY PLAZA NEW YORK NY 10006 1 1 0 0 CHAIRMAN Common Stock, par value $0.01 per share 2016-12-27 5 G 0 744 0.00 D 988436 D Common Stock, par value $0.01 per share 2016-12-29 5 G 0 635 0.00 D 988436 D Employee Stock Option (Right to Buy) 21.31 2019-06-30 Common Stock 900000 900000 D These shares were included in Box 5 of a Form 4 filed by the reporting person after the date of the bona fide charitable gift. The amount reported reflects the amount of securities beneficially owned as of December 31, 2016 and represents (i) 336,673 shares of common stock acquired upon exercise of vested stock options, (ii) 126,169 vested shares of restricted stock, (iii) 523,992 vested shares underlying PSUs and (iv) 1,602 shares purchased under the Employee Stock Purchase Plan. Options exercisable as to 100%. /s/ Edward S. Knight, by power of attorney 2017-02-14