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 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)
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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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