X0306 4 2015-02-17 0 0001120193 NASDAQ OMX GROUP, INC. NDAQ 0001240177 HASSEN RONALD ONE LIBERTY PLAZA NEW YORK NY 10006 0 1 0 0 Senior Vice President Common Stock, par value $0.01 per share 2015-02-17 4 A 0 8787 0.00 A 70656 D Common Stock, par value $0.01 per share 2015-02-17 4 F 0 2042 49.92 D 68614 D Represents the settlement of performance share units (PSUs) that were granted under Nasdaq's Equity Incentive Plan on May 7, 2012. 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, 2012 through December 31, 2014. On February 17, 2015, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2014. Also represents the settlement of PSUs that were granted under Nasdaq's Equity Incentive Plan on March 31, 2014. 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, 2014 through December 31, 2014. On February 17, 2015, Nasdaq's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest as to one-third on December 31, 2015, one-third on December 31, 2016 and one-third on December 31, 2017. Represents the surrender of shares to pay withholding taxes in connection with the settlement of PSUs, as described above. Represents (i) 51,775 shares or units of restricted stock, of which 1,775 are vested, (ii) 16,595 shares underlying performance share units, of which 9,507 shares are vested and (iii) 244 shares purchased under the Employee Stock Puchase Plan. /s/ Edward S. Knight, by power of attorney 2015-02-19