SEC Filing - Nasdaq, Inc.

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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

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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^*

HUTCHINS GLENN H

(Last)

(First)

(Middle)

9 WEST 57TH STREET

25TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NASDAQ STOCK MARKET INC [ NDAQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2007		C		51,700⁽³⁾	A	$14.5	51,700	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	11/30/2007		S⁽⁵⁾		44,500	D	$43.94	7,200	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	11/30/2007		S⁽⁵⁾		1,200	D	$43.95	6,000	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	11/30/2007		S⁽⁵⁾		5,000	D	$43.96	1,000	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	11/30/2007		S⁽⁵⁾		1,000	D	$43.99	0	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		C		49,800⁽³⁾	A	$14.5	49,800	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		39,824	D	$43.94	9,976	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		3,300	D	$43.948	6,676	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		4,696	D	$43.95	1,980	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		504	D	$43.96	1,476	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		1,276	D	$43.97	200	I⁽²⁾	By Silver Lake Funds⁽¹⁾
Common Stock	12/03/2007		S⁽⁵⁾		200	D	$43.98	0	I⁽²⁾	By Silver Lake Funds⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
3.75% Series A Convertible Notes due 2012	$14.5	11/30/2007		C			$749,651	⁽⁴⁾	⁽⁴⁾	Common Stock	51,700	$0	$140,221,785	I	By Silver Lake Funds⁽¹⁾
3.75% Series A Convertible Notes due 2012	$14.5	12/03/2007		C			$722,101	⁽⁴⁾	⁽⁴⁾	Common Stock	49,800	$0	$139,499,684	I	By Silver Lake Funds⁽¹⁾

Explanation of Responses:

1. The Silver Lake Funds referred to herein are (i) Silver Lake Investors, L.P., (ii) Silver Lake Partners TSA, L.P., (iii) Silver Lake Technology Investors II, L.P. and (iv) Silver Lake Partners II TSA, L.P. Mr. Hutchins is a managing director of (i) Silver Lake Technology Associates, L.L.C., which is the general partner of Silver Lake Investors, L.P. and Silver Lake Partners TSA, L.P., and (ii) Silver Lake Technology Associates II, L.L.C., which is the general partner of Silver Lake Technology Investors II, L.P. and Silver Lake Partners II TSA, L.P. Mr. Hutchins disclaims beneficial ownership of the securities of the Issuer held by each such entity, except to the extent of any pecuniary interest he may have therein.

2. Mr. Hutchins also directly beneficially owns 6,130 shares of restricted Common Stock granted to him pursuant to the Issuer's Equity Incentive Plan. Pursuant to his arrangements with Silver Lake Technology Management, L.L.C. with respect to director compensation, such shares or the proceeds therefrom are expected to be assigned to Silver Lake Technology Management, L.L.C.

3. The number of shares of Common Stock reported in Table I as acquired upon the conversions of the derivative securities reported in Table II are net of fractional interests in shares which, pursuant to the terms of the respective derivative securities, were paid in cash upon the conversions.

4. The 3.75% Series A Convertible Notes due 2012 (the "Series A Notes") are convertible on or after April 22, 2006 and have a maturity date of October 22, 2012. Mr. Hutchins disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest he may have therein.

5. Shares sold pursuant to a Rule 10b5-1 Sales Plan adopted by Silver Lake Investors, L.P., Silver Lake Partners TSA, L.P., Silver Lake Technology Investors II, L.P. and Silver Lake Partners II TSA, L.P. with respect to the Common Stock of the Issuer.

Remarks:

	Karen M. King, Attorney-in-Fact	12/04/2007
	** 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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