Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KNIGHT EDWARD S
   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 (Month/Day/Year)
06/30/2009
(Street)

NEW YORK, NY 10006		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 06/30/2009   A   50,000 (1) A $ 0 94,180 (2) D  

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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 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 75,000   75,000 D  
Employee Stock Option (Right to Buy) $ 13               (5) 02/14/2011 Common Stock 7,200   7,200 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  
mployee 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
KNIGHT EDWARD S
ONE LIBERTY PLAZA
NEW YORK, NY 10006		       Executive Vice President  

Signatures

 /s/ Edward S. Knight   07/02/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted stock vests as to 30% on June 30, 2011 and as to 70% on June 30, 2012.
(2) Represents (i) 10,555 shares of common stock acquired upon exercise of vested stock options, (ii) 59,813 shares or units of restricted stock of which 198 are vested, (iii) 10,743 unvested shares underlying PSUs and (iv) 13,069 shares purchased pursuant to the Employee Stock Purchase Plan.
(3) Options vested as to 100%.
(4) Options vested as to 100%.
(5) Options vested 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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