SEC Form 4 · accession 0001181431-15-000353

NASDAQ, INC. · NDAQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Executive Vice President

Period of report

Dec 10, 2014

Accepted (ET)

Jan 5, 2015 · 8:16 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001120193

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock, par value $0.01 per share	Dec 10, 2014	G	10,696	$0.00	D	61,357	D
Common Stock, par value $0.01 per share	Dec 31, 2014	F	11,538	$47.96	D	49,819	D
Common Stock, par value $0.01 per share^F3,F4	Jan 5, 2015	S	5,307	$47.48	D	44,512	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F5	$45.38	holding	—	—	—	—	Dec 12, 2017	Common Stock	22,564	22,564	D

F1The transactions reported consist of surrenders of shares to pay withholding taxes in connection with vestings of equity previously granted under Nasdaq's Equity Incentive Plan
F2The sale reported was effected pursuant to a Rule 10b5-1 trading plan.
F3The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.28 to $47.53, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. 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 (3) to this Form 4.
F4Represents (i) 3,061 vested shares of restricted stock, (ii) 33,585 vested shares underlying performance share units, and (iii) 7,866 shares purchased under the Employee Stock Purchase Plan.
F5Options exercisable.