X0202 5/A 2005-12-31 2006-02-03 0 0 1 0001120193 NASDAQ STOCK MARKET INC NDAQ 0001135289 NATIONAL ASSOCIATION OF SECURITIES DEALERS INC 1735 K. STREET, N.W. WASHINGTON DC 20006 0 0 1 0 Common Stock, par value $0.01 per share 2005-11-01 4 S 0 5400 16 D 15266847 D As of December 31, 2005, the National Association of Securities Dealers, Inc. ("NASD") had issued and outstanding 10,718,819 warrants ("Warrants"), each exercisable for one share of The Nasdaq Stock Market, Inc.'s ("Nasdaq") common stock, par value $0.01 per share (the "Common Stock"), held by NASD is each of four approximately one year consecutive exercise periods (the first, second and the third of which expired at the close of business on June 27, 2003, June 25, 2004 and June 27, 2005, respectively, and the fourth of which expires on June 27, 2006). Until Nasdaq is operating as an exchange, the shares of Common Stock underlying the Warrants are subject to a voting trust agreement (the "Voting Trust") whereby a voting trustee will vote all shares of Common Stock underlying unexpired and unexercised Warrants, as directed by NASD. In addition, until the earlier to occur of the time Nasdaq satisfies conditions established by the Securities and Exchange Commission to operate as an exchange or the effectiveness of a registration statement filed by Nasdaq with the Securities and Exchange Commission with respect to the shares of Common Stock sold upon exercise of Warrants, the voting trustee will vote all such shares of Common Stock sold upon the exercise of Warrants, as directed by NASD. Therefore, while NASD no longer has an economic interest in the shares of Common Stock sold upon the exercise of Warrants, it retains the voting sights of such shares until the earlier to occur of Exchange Registration or the effectiveness of a registration statement with respect to such shares. This Form 5/A reflects the exercise of Warrants for the purchase of a total of 5,400 shares of Common Stock and the sale by NASD of such shares. As of December 31, 2005, NASD owns 10,718,819 shares of Common Stock subject to the Voting Trust and 4,548,028 shares of Common Stock that are not subject to the Voting Trust. /s/ Todd Diganci, Executive VP and Chief Financial Officer 2006-02-14