NASDAQ, Inc.
NASDAQ OMX GROUP, INC. (Form: 4, Received: 05/23/2012 15:30:57)
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
                                                                                  
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OMB Number: 3235-0287
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

INVESTOR AB
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)
(Last)          (First)          (Middle)

ARSENALSGATAN 8C, S-103 32
3. Date of Earliest Transaction (MM/DD/YYYY)

5/21/2012
(Street)

STOCKHOLM, V7 00000
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/21/2012     P    40000   A $21.9002   (1) 19294142   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  This price represents the approximate weighted average price per share of shares of common stock of NASDAQ OMX Group, Inc. (the "Issuer"), par value $0.01 per share (the "Common Stock"), of purchases that were executed at prices ranging from $21.76 to $22.00 per share. Investor AB and Patricia Holding AB undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information about the number of shares of Common Stock purchased at each price.
( 2)  These shares of Common Stock are held by Patricia Holding AB. Investor AB is the sole shareholder of Patricia Holding AB.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
INVESTOR AB
ARSENALSGATAN 8C, S-103 32
STOCKHOLM, V7 00000

X

Patricia Holding AB
ARSENALSGATAN 8C, S-103 32
STOCKHOLM, V7 00000

X


Signatures
Investor AB By: /s/ Petra Hedengran Name: Petra Hedengran Title: Managing Director and General Counsel 5/23/2012
** Signature of Reporting Person Date

Patricia Holding AB By: /s/ Anna Troedsson Wiklander Name: Anna Troedsson Wiklander Title: Chair of the Board By: /s/ Louis de Geer Name: Louis de Geer Title: Board Member 5/23/2012
** 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 control number.