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^*

Chai Nelson

(Last)

(First)

(Middle)

100 SOUTH WACKER DRIVE, SUITE 1800

C/O ARCHIPELAGO HOLDINGS, INC.

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARCHIPELAGO HOLDINGS INC [ AX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	NA

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2006		D		32,035	D	⁽¹⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (right to buy)	$19.3	03/07/2006		D			25,648	⁽²⁾⁽³⁾	03/16/2015	Common Stock	25,648	⁽²⁾	0	D
Employee Stock Options (right to buy)	$11.5	03/07/2006		D			70,000	⁽²⁾⁽⁴⁾	08/11/2014	Common Stock	70,000	⁽²⁾	0	D
Employee Stock Options (right to buy)	$20.25	03/07/2006		D			72,222	⁽²⁾⁽⁵⁾	08/22/2010	Common Stock	72,222	⁽²⁾	0	D
Employee Stock Options (right to buy)	$4.91	03/07/2006		D			22,222	⁽²⁾⁽⁵⁾	08/11/2013	Common Stock	22,222	⁽²⁾	0	D
Employee Stock Options (right to buy)	$6.26	03/07/2006		D			22,222	⁽²⁾⁽⁵⁾	08/11/2013	Common Stock	22,222	⁽²⁾	0	D
Employee Stock Options (right to buy)	$13.41	03/07/2006		D			77,778	⁽²⁾⁽⁶⁾	11/18/2013	Comon Stock	77,778	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Issuer's merger with the New York Stock Exchange, Inc. in exchange for an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share. On the effective date of the merger, the closing price of the Issuer's common stock was $64.25 per share. The shares of the NYSE Group, Inc. common stock commenced trading on March 8, 2006, the day following the effective date of the merger, at $67.00 per share.

2. Converted in the merger into an equivalent option to acquire an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share at the same exercise price.

3. These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, March 16, 2005. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting.

4. These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, August 11, 2004. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting.

5. These options were fully vested.

6. These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, November 18, 2003. Immediately prior to the closing of the merger, 75% of the unvested portion of this award accelerated vesting.

Remarks:

	by Cynthia A. Lance under power of attorney for Nelson J. Chai	03/08/2006
	** 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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