| Accession Number: | 0001181431-14-032112 |
| Date: | 2014-09-12 |
| Issuer: | NASDAQ OMX GROUP, INC. (NDAQ) |
| Original Submission Date: |
AUST BRUCE
ONE LIBERTY PLAZA
NEW YORK, NY 10006
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK, PAR VALUE $0.01 PER SHARE | 2014-09-12 | S | 26,389 | d | $43.75 | 72,350 | direct |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 25.07 | 2014-09-12 | deemed execution date | 0 ( ) | 2018-12-17 | common stock 45,528 | $25.07 | 45,528 | direct | |||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 25.28 | 2014-09-12 | deemed execution date | 0 ( ) | 2021-03-28 | common stock 25,496 | $25.28 | 25,496 | direct | |||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 35.92 | 2014-09-12 | deemed execution date | 0 ( ) | 2016-12-13 | common stock 32,558 | $35.92 | 32,558 | direct | |||
| EMPLOYEE STOCK OPTION (RIGHT TO BUY) | 45.38 | 2014-09-12 | deemed execution date | 0 ( ) | 2017-12-12 | common stock 22,564 | $45.38 | 22,564 | direct |
| ID | footnote |
|---|---|
| f1 | the price reported in this box is a weighted average price. these shares were sold in multiple transactions at prices ranging from $43.64 to $43.85, 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 (1) to this form 4. |
| f2 | represents (i) 5,885 vested shares of restricted stock, (ii) 59,640 shares underlying psus, of which 45,399 shares are vested and (iii) 6,825 shares purchased under the employee stock purchase plan. |
| f3 | options exercisable. |
