Sec Form 4 Filing - WARREN DAVID P @ NASDAQ OMX GROUP, INC. - 2009-02-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WARREN DAVID P 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 (Last) (First) (Middle) ONE LIBERTY PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2009 (Street) NEW YORK, NY10006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/25/2009 A 10,743 ( 1 ) A $ 0 20,358 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 3 ) 11/15/2014 Common Stock 150,000 150,000 D Employee Stock Option (Right to Buy) $ 9.15 ( 4 ) 02/18/2014 Common Stock 71,000 71,000 D Employee Stock Option (Right to Buy) $ 13 ( 5 ) 02/14/2011 Common Stock 50,000 50,000 D Employee Stock Option (Right to Buy) $ 25.07 ( 6 ) 12/17/2018 Common Stock 39,458 39,458 D Employee Stock Option (Right to Buy) $ 35.92 ( 7 ) 12/13/2016 Common Stock 28,801 28,801 D Employee Stock Option (Right to Buy) $ 45.38 ( 8 ) 12/12/2017 Common Stock 19,555 19,555 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARREN DAVID P ONE LIBERTY PLAZA NEW YORK, NY10006 Executive Vice President Signatures /s/ Edward S. Knight, by power of attorney 02/27/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the settlement of performance share units (PSUs) that were granted under The NASDAQ OMX Group, Inc. Equity Incentive Plan on December 12, 2007. The ultimate amount of shares to be received under the grant depended upon the achievement of performance goals during a one-year performance period from January 1, 2008 through December 31, 2008. On February 25, 2009, the Management Compensation Committee of NASDAQ OMX's Board of Directors approved the settlement of the PSU grant. The shares underlying the PSUs will vest on December 31, 2011. ( 2 )Represents (i) 9,615 unvested shares of restricted stock and (ii) 10,743 unvested shares underlying PSUs. ( 3 )Options exercisable as to 100%. ( 4 )Options exercisable as to 100%. ( 5 )Options exercisable as to 100%. ( 6 )Options exercisable on December 17, 2012, subject to accelerated vesting on December 17, 2011, or extension of vesting until December 17, 2013, depending on the achievement of performance goals. ( 7 )Options exercisable as to 50% on December 13, 2009 and as to 50% on December 13, 2010. ( 8 )Options exercisable on December 12, 2010.

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