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^*

AUST BRUCE

(Last)

(First)

(Middle)

ONE LIBERTY PLAZA

(Street)

NEW YORK

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011

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, par value $0.01 per share	07/01/2011		M		5,000	A	$7.35	133,976	D
Common Stock, par value $0.01 per share	07/01/2011		S⁽¹⁾		5,000	D	$25.24	128,976⁽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)
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 Option (Right to Buy)	$7.35	07/01/2011		M			5,000	⁽³⁾	11/15/2014	Common Stock	5,000	$0	180,000	D
Employee Stock Option (Right to Buy)	$9.15							⁽⁴⁾	02/18/2014	Common Stock	90,000		90,000	D
Employee Stock Option (Right to Buy)	$19.75							⁽⁵⁾	03/04/2020	Common Stock	25,210		25,210	D
Employee Stock Option (Right to Buy)	$25.07							⁽⁶⁾	12/17/2018	Common Stock	45,528		45,528	D
Employee Stock Option (Right to Buy)	$25.28							⁽⁷⁾	03/28/2021	Common Stock	25,496		25,496	D
Employee Stock Option (Right to Buy)	$35.92							⁽⁸⁾	12/13/2016	Common Stock	32,558		32,558	D
Employee Stock Option (Right to Buy)	$45.38							⁽⁹⁾	12/12/2017	Common Stock	22,564		22,564	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 15, 2011 to be effective on March 1, 2011.

2. Represents (i) 7,000 shares of common stock acquired upon exercise of vested stock options, (ii) 49,852 shares or units of restricted stock, of which 14,852 are vested, (iii) 66,939 unvested shares underlying PSUs and (iv) 5,185 shares purchased under the Employee Stock Purchase Plan.

3. Options exercisable.

4. Options exercisable.

5. Options exercisable on March 4, 2014.

6. Options exercisable on December 17, 2012.

7. Options exercisable on March 28, 2015, subject to accelerated vesting on March 28, 2014, or extension of vesting until March 28, 2016, depending on the achievement of performance goals.

8. Options exercisable.

9. Options exercisable.

	/s/ Edward S. Knight, by power of attorney	07/06/2011
	** 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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