Sec Form 4 Filing - Ewing Anna M @ NASDAQ OMX GROUP, INC. - 2012-03-26

Insider filing report for Changes in Beneficial Ownership
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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
Ewing Anna M
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)
03/26/2012
(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 03/26/2012 M 10,000 A $ 7.35 352,385 D
Common Stock, par value $0.01 per share 03/26/2012 S( 1 ) 10,000 D $ 27 342,385 ( 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 03/26/2012 M 10,000 ( 3 ) 11/15/2014 Common Stock 10,000 $ 0 20,063 D
Employee Stock Option (Right to Buy) $ 19.75 ( 4 ) 03/04/2020 Common Stock 34,664 34,664 D
Employee Stock Option (Right to Buy) $ 25.07 ( 5 ) 12/17/2018 Common Stock 45,528 45,528 D
Employee Stock Option (Right to Buy) $ 25.28 ( 6 ) 03/28/2021 Common Stock 39,661 39,661 D
Employee Stock Option (Right to Buy) $ 35.92 ( 7 ) 12/13/2016 Common Stock 32,558 32,558 D
Employee Stock Option (Right to Buy) $ 45.38 ( 8 ) 12/12/2017 Common Stock 22,564 22,564 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ewing Anna M
ONE LIBERTY PLAZA
NEW YORK, NY10006
Executive Vice President
Signatures
/s/ Edward S. Knight, by power of attorney 03/27/2012
Signature of Reporting Person Date
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 9, 2012.
( 2 )Represents (i) 7,000 shares of common stock acquired upon exercise of vested stock options, (ii) 183,935 shares or units of restricted stock, of which 78,935 shares are vested, (iii) 135,497 shares underlying PSUs, of which 17,198 shares are vested and (iii) 15,953 shares purchased under the Employee Stock Purchase Plan.
( 3 )Options exercisable.
( 4 )Options exercisable on March 4, 2014.
( 5 )Options exercisable on December 17, 2012.
( 6 )Options exercisable on March 28, 2014.
( 7 )Options exercisable.
( 8 )Options exercisable.

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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