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*
HASSEN RONALD
(Last) (First) (Middle)
ONE LIBERTY PLAZA
(Street)
NEW YORK NY 10006
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASDAQ OMX GROUP, INC. [ NDAQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2012
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 02/22/2012 A 5,934(1) A $0 76,876 D
Common Stock, par value $0.01 per share 02/22/2012 A 50,000(2) A $0 126,876(3) 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
Employee Stock Option (Right to Buy) $7.35 (4) 11/15/2014 Common Stock 47,620 47,620 D
Employee Stock Option (Right to Buy) $8.5 (5) 07/29/2013 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $9.15 (6) 02/18/2014 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $19.75 (7) 03/04/2020 Common Stock 13,787 13,787 D
Employee Stock Option (Right to Buy) $20.04 (8) 08/03/2017 Common Stock 12,707 12,707 D
Employee Stock Option (Right to Buy) $25.07 (9) 12/17/2018 Common Stock 15,176 15,176 D
Employee Stock Option (Right to Buy) $25.28 (10) 03/28/2021 Common Stock 14,165 14,165 D
Explanation of Responses:
1. Represents the settlement of performance share units (PSUs) that were granted under The NASDAQ OMX Group, Inc. Equity Incentive Plan on March 28, 2011. 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, 2011 through December 31, 2011. On February 22, 2012, the Management Compensation Committee of NASDAQ OMX'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, 2012, one-third on December 31, 2013 and one-third on December 31, 2014.
2. Restricted stock vests upon the first to occur of (i) February 22, 2015, provided that Mr. Hassen remains employed by NASDAQ OMX in the position of Controller, or (ii) such earlier date as of which NASDAQ OMX's Chief Financial Officer certifies that Mr. Hassen has served at least 24 months from the date of the award in the position of Controller and has successfully transitioned his replacement as Controller.
3. Represents (i) 105,572 shares or units of restricted stock, of which 5,572 are vested, (ii) 18,123 shares underlying PSUs, of which 1,147 shares are vested and (iii) 3,181 shares purchased under the Employee Stock Purchase Plan.
4. Options vested as to 100%.
5. Options vested as to 100%.
6. Options vested as to 100%.
7. Options exercisable on March 4, 2014.
8. Options vested as to one-third. Options exercisable as to one-third on August 3, 2012 and one-third on August 3, 2013.
9. Options exercisable on December 17, 2012.
10. Options exercisable on March 28, 2014.
/s/ Edward S. Knight, by power of attorney 02/24/2012
** 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).
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