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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Borse Dubai LTD
(Last) (First) (Middle)
P.O. BOX 506690
LEVEL 7, PRECINCT BUILDING 5, GATE DIST.
(Street)
D.I.F.C., DUBAI C0
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/16/2010(1) S 22,781,000 D(1) $21.82(1) 29,780,515(2) D
Common Stock 12/16/2010(3) S 8,000,000 D(3) $21.71(3) 29,780,515(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
1. Name and Address of Reporting Person*
Borse Dubai LTD
(Last) (First) (Middle)
P.O. BOX 506690
LEVEL 7, PRECINCT BUILDING 5, GATE DIST.
(Street)
D.I.F.C., DUBAI C0
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Investment CORP of Dubai
(Last) (First) (Middle)
P.O. BOX 333888
(Street)
DUBAI C0
(City) (State) (Zip)
Explanation of Responses:
1. On December 16, 2010, Borse Dubai Limited ("Borse Dubai") entered into a Redemption and Sale Agreement (the "Redemption and Sale Agreement") with The NASDAQ OMX Group, Inc. ("Nasdaq"), setting forth the terms and conditions of the redemption by Nasdaq, and sale by Borse Dubai, of 22,781,000 shares of Nasdaq common stock (the "Shares") at a price of $21.82 per Share (the "Purchase Price" and such transaction, the "Redemption and Sale"). Under the terms of the Redemption and Sale Agreement, the closing of the Redemption and Sale will take place on December 21, 2010.
2. Investment Corporation of Dubai is the majority shareholder of Borse Dubai. Investment Corporation of Dubai is therefore deemed to have beneficial ownership of all of the Non-Derivative Securities and Derivative Securities held by Borse Dubai. 12,120,148 Shares are held directly by Borse Dubai, after giving effect to the Redemption and Sale and the Purchase and Sale (as defined below). 17,660,367 Shares are held directly by Borse Dubai Nasdaq Share Trust (the "Trust"), of which Borse Dubai is the sole beneficial owner. As the sole beneficial owner of the Trust, Borse Dubai is therefore deemed to have indirect beneficial ownership of all the Shares held by the Trust. Borse Dubai is the direct and indirect beneficial owner of 29,780,515 Shares.
3. On December 16, 2010, Borse Dubai entered into a Purchase and Sale Agreement (the "Purchase and Sale Agreement") with Nomura International plc ("Nomura"), setting forth the terms and conditions of the purchase by Nomura and sale by Borse Dubai, of 8,000,000 Shares at the Purchase Price less an arrangement fee (the "Purchase and Sale"). Under the terms of the Purchase and Sale Agreement, the closing of the Purchase and Sale will take place on December 21, 2010, simultaneously with the closing of the Redemption and Sale.
Remarks:
Exhibit 99.1 Signature (filed herewith), which is incorporated herein by reference. Exhibit 99.2 Joint Filing Agreement (filed herewith), which is incorporated herein by reference.
/s/ By: Essa Kazim, Chairman of Borse Dubai Limited 12/17/2010
/s/ By: Marwan Lutfi, Director of Borse Dubai Limited 12/17/2010
/s/ By: Khalifa Al Daboos, Director of Investment Corporation of Dubai 12/17/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 99.1
Exhibit 99.1
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Form 4 is true, complete and correct.
Dated: December 17, 2010
         
  INVESTMENT CORPORATION OF DUBAI
 		  
  By:   /s/ Khalifa Al Daboos    
  Name:   Khalifa Al Daboos   
  Title:   Director   
 
  BORSE DUBAI LIMITED
 		  
  By:   /s/ Essa Kazim    
  Name:   Essa Kazim   
  Title:   Chairman   
 
  By:   /s/ Marwan Lutfi    
  Name:   Marwan Lutfi   
  Title:   Director   
 
  BORSE DUBAI NASDAQ SHARE TRUST
 		  
  By:   Borse Dubai Limited, authorized signatory    
 
  By:   /s/ Essa Kazim    
  Name:   Essa Kazim   
  Title:   Chairman   
 
  By:   /s/ Marwan Lutfi    
  Name:   Marwan Lutfi   
  Title:   Director   

 

 

Exhibit 99.2
Exhibit 99.2
         
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.
Dated: December 17, 2010
         
  INVESTMENT CORPORATION OF DUBAI
 		  
  By:   /s/ Khalifa Al Daboos    
  Name:   Khalifa Al Daboos   
  Title:   Director   
 
  BORSE DUBAI LIMITED
 		  
  By:   /s/ Essa Kazim    
  Name:   Essa Kazim   
  Title:   Chairman   
 
  By:   /s/ Marwan Lutfi    
  Name:   Marwan Lutfi   
  Title:   Director   
 
  BORSE DUBAI NASDAQ SHARE TRUST
 		  
  By:   Borse Dubai Limited, authorized signatory    
 
  By:   /s/ Essa Kazim    
  Name:   Essa Kazim   
  Title:   Chairman   
 
  By:   /s/ Marwan Lutfi    
  Name:   Marwan Lutfi   
  Title:   Director