SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SKULE JEREMY

(Last) (First) (Middle)
ONE LIBERTY PLAZA

(Street)
NEW YORK NY 10006

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASDAQ, INC. [ NDAQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/31/2018 F(1) 1,247 D $81.57 9,976(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the surrender of shares to pay withholding taxes in connection with vestings of equity previously granted under Nasdaq's Equity Incentive Plan.
2. Represents 9,976 shares underlying PSU's, of which 6,614 are vested
Remarks:
/s/ Edward S. Knight, by power of attorney 01/03/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

       	Know all by these presents, that the undersigned hereby constitutes and
appoints Edward S. 
Knight, Executive Vice President and General Counsel of Nasdaq, Inc. (the
"Company"), the undersigned's 
true and lawful attorney-in-fact to:
       
(1)	prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the 
U.S. Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, 
and any other documents necessary or appropriate to obtain codes and passwords
enabling the 
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the 
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or 
director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities 
Exchange Act of 1934 and the rules thereunder;

(3)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or 
desirable to complete and execute any such Form 3, 4, or 5, complete and execute
any amendment 
or amendments thereto, and timely file such form with the SEC and any stock
exchange or similar 
authority; and

(4)	take any other
 action of any type whatsoever in connection with the
foregoing which, in the opinion 
of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the 
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of 
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such 
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
       
       	The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform 
any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of 
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could 
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that 
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned 
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the 
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to 
comply with Section 16 of the Securities Exchange Act of 1934.
       
       	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer 
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of
and transactions in securities 
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the 
foregoing attorney-in-fact.
       
       	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of 
this 26th day of March, 2018.
       
       
/s/ Jeremy Skule_____________________
Signature


Jeremy Skule________________________
Print Name