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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
HASSEN RONALD
   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)
Senior Vice President
(Last)
(First)
(Middle)
ONE LIBERTY PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
08/03/2010
(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               76,087 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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) $ 35.92 08/03/2010   D     8,766   (2) 12/13/2016 Common Stock 8,766 (3) 0 D  
Employee Stock Option (Right to Buy) $ 45.38 08/03/2010   D     9,025   (4) 12/12/2017 Common Stock 9,025 (3) 0 D  
Employee Stock Option (Right to Buy) $ 20.04 08/03/2010   A   12,707     (5) 08/03/2017 Common Stock 12,707 (3) 12,707 D  
Employee Stock Option (Right to Buy) $ 7.35               (6) 11/15/2014 Common Stock 50,000   50,000 D  
Employee Stock Option (Right to Buy) $ 8.5               (7) 07/29/2013 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 9.15               (8) 02/18/2014 Common Stock 25,000   25,000 D  
Employee Stock Option (Right to Buy) $ 19.75               (9) 03/04/2020 Common Stock 13,787   13,787 D  
Employee Stock Option (Right to Buy) $ 25.07               (10) 12/17/2018 Common Stock 15,176   15,176 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HASSEN RONALD
ONE LIBERTY PLAZA
NEW YORK, NY 10006		       Senior Vice President  

Signatures

 /s/ Edward S. Knight, by power of attorney   08/05/2010
**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) Represents (i) 60,142 shares or units of restricted stock, of which 5,374 are vested, (ii) 7,379 unvested shares underlying PSUs and (iii) 8,566 shares purchased under the Employee Stock Purchase Plan.
(2) Options vested as to 50%. Remaining 50% were to vest on December 13, 2010.
(3) On August 3, 2010, NASDAQ OMX canceled, pursuant to its Option Exchange Program: (i) options to purchase 8,766 shares of NASDAQ OMX common stock granted to Mr. Hassen on December 13, 2006 and (ii) options to purchase 9,025 shares of NASDAQ OMX common stock granted to Mr. Hassen on December 12, 2007. In exchange for these canceled options, Mr. Hassen received a replacement option grant to purchase 12,707 shares of NASDAQ OMX common stock with an exercise price of $20.04 per share.
(4) Options were to vest on December 12, 2010.
(5) Options exercisable as to one-third on August 3, 2011, one-third on August 3, 2012 and one-third on August 3, 2013.
(6) Options vested as to 100%.
(7) Options vested as to 100%.
(8) Options vested as to 100%.
(9) Options exercisable on March 4, 2014, subject to accelerated vesting on March 4, 2013, or extension of vesting until March 4, 2015, depending on the achievement of performance goals.
(10) Options exercisable on December 17, 2012.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.