X0306 4 2017-01-30 0 0001120193 NASDAQ, INC. NDAQ 0001240169 FRIEDMAN ADENA T ONE LIBERTY PLAZA NEW YORK NY 10006 1 1 0 0 President and CEO Common Stock, par value $0.01 per share 2017-01-30 4 A 0 124362 0.00 A 268524 D Common Stock, par value $0.01 per share 2017-01-30 4 F 0 64923 68.18 D 203601 D Represents the settlement of performance share units (PSUs) that were granted under Nasdaq's Equity Incentive Plan on June 16, 2014. The ultimate amount of shares to be received under the grants depended upon the achievement of performance goals during a three-year performance period from January 1, 2014 through December 31, 2016. On January 30, 2017, Nasdaq's Board of Directors approved the settlement of the PSU grants. The shares underlying the PSUs vested on December 31, 2016. Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above. Represents (i) 109,711 units of restricted stock, of which 54,991 are vested, (ii) 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, and (iii) 59,439 vested shares underlying PSUs. /s/ Edward S. Knight, by power of attorney 2017-02-01