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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Haller Tom

(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)
	Executive Managing Director

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		1,000	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			20,726	⁽²⁾⁽³⁾	03/16/2015	Common Stock	20,726	⁽²⁾	0	D
Employee Stock Options (right to buy)	$4.91	03/07/2006		D			5,556	⁽²⁾⁽⁴⁾	01/18/2013	Common Stock	5,556	⁽²⁾	0	D
Employee Stock Options (right to buy)	$6.26	03/07/2006		D			5,555	⁽²⁾⁽⁴⁾	01/18/2013	Common Stock	5,555	⁽²⁾	0	D
Employee Stock Options (right to buy)	$13.41	03/07/2006		D			77,778	⁽²⁾⁽⁵⁾	11/18/2013	Common Stock	77,778	⁽²⁾	0	D
Restricted Stock Units	$0	03/07/2006		D			10,899	⁽⁶⁾⁽¹¹⁾	⁽⁶⁾	Common Stock	10,899	⁽¹¹⁾	0	D
Restricted Stock Units	$0	03/07/2006		D			3,178	⁽⁷⁾⁽¹¹⁾	⁽⁷⁾	Common Stock	3,178	⁽¹¹⁾	0	D
Restricted Stock Units	$0	03/07/2006		D			1,447	⁽⁸⁾⁽¹¹⁾	⁽⁸⁾	Common Stock	1,447	⁽¹¹⁾	0	D
Restricted Stock Units	$0	03/07/2006		D			1,412	⁽⁹⁾⁽¹¹⁾	⁽⁹⁾	Common Stock	1,412	⁽¹¹⁾	0	D
Restricted Stock Units	$0	03/07/2006		D			5,884	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾	Common Stock	5,884	⁽¹¹⁾	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, $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.

4. These options were fully vested.

5. These options were scheduled to vest in four equal annual installments over a four year period from the date of grant, November 18, 2003.

6. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting. These options were scheduled to vest in four equal installments over a four year period beginning on February 4, 2006 with any unvested units being cancelled upon the Mr. Haller's resignation from or other termination of employment with the Company.

7. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.These options were scheduled to vest annualy in four installments begining on March 31, 2006, in the amount of 10%, 20%, 30% and 40% respectively with any unvested units being cancelled upon the Mr. Haller's resignation from or other termination of employment with the Company.

8. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.These options were scheduled to vest annualy in four installments begining on June 30, 2006, in the amount of 10%, 20%, 30% and 40% respectively with any unvested units being cancelled upon the Mr. Haller's resignation from or other termination of employment with the Company.

9. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting. These options were scheduled to vest annualy in four installments begining on September 30, 2006, in the amount of 10%, 20%, 30% and 40% respectively with any unvested units being cancelled upon the Mr. Haller's resignation from or other termination of employment with the Company.

10. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.These options were scheduled to vest annualy in four installments begining on November 1, 2006, in the amount of 10%, 20%, 30% and 40% respectively with any unvested units being cancelled upon the Mr. Haller's resignation from or other termination of employment with the Company.

11. Converted in the merger into an equivalent award to acquire an equal number of shares of common stock of NYSE Group, Inc., par value $0.01 per share.

Remarks:

	by Cynthia A. Lance under power of attorney of Tom Haller	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.