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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. ___)
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The NASDAQ OMX Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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631103 10 8
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(CUSIP Number)
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December 31, 2010
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
_______________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 631103 10 8 Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. (ENTITIES ONLY) (VOLUNTARY)
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Silver Lake Partners TSA, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,539,614*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,539,614*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,539,614*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.3% **
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* As of December 31, 2010. As of the date of filing of this statement, the Reporting Person owns no shares of Common Stock.
** Based on 197,845,583 shares of Common Stock issued and outstanding as of October 27, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission on November 3, 2010.
CUSIP No. 631103 10 8 Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. (ENTITIES ONLY) (VOLUNTARY)
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Silver Lake Investors, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,539,614*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,539,614*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,539,614*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.3% **
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* As of December 31, 2010. As of the date of filing of this statement, the Reporting Person owns no shares of Common Stock.
** Based on 197,845,583 shares of Common Stock issued and outstanding as of October 27, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission on November 3, 2010.
CUSIP No. 631103 10 8 Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. (ENTITIES ONLY) (VOLUNTARY)
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Silver Lake Partners II TSA, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,539,614*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,539,614*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,539,614*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.3% **
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* As of December 31, 2010. As of the date of filing of this statement, the Reporting Person owns no shares of Common Stock.
** Based on 197,845,583 shares of Common Stock issued and outstanding as of October 27, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission on November 3, 2010.
CUSIP No. 631103 10 8 Page 5 of 10 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. (ENTITIES ONLY) (VOLUNTARY)
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Silver Lake Technology Investors II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [X]
(b) [ ]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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10,539,614*
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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10,539,614*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,539,614*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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5.3% **
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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* As of December 31, 2010. As of the date of filing of this statement, the Reporting Person owns no shares of Common Stock.
** Based on 197,845,583 shares of Common Stock issued and outstanding as of October 27, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 filed with the Securities and Exchange Commission on November 3, 2010.
CUSIP No. 631103 10 8 Page 6 of 10 Pages
Schedule 13G
Item 1(a). Name of Issuer:
The NASDAQ OMX Group, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
One Liberty Plaza
New York, NY 10006
Item 2(a) Name of Persons Filing:
This statement is being filed by Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P. and Silver Lake Technology Investors II, L.P. (each, a “Reporting Person” and, together, the “Reporting Persons”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit A.
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Item 2(b)
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Address of Principal Business Office:
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For each Reporting Person: 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025
Item 2(c) Citizenship or Place of Organization:
Of each Reporting Person: Delaware
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e) CUSIP Number:
631103 10 8
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Item 3.
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For Statements Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c).
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Not Applicable
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Item 4.
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Ownership
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The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
CUSIP No. 631103 10 8 Page 7 of 10 Pages
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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See Exhibit B
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
Item 10. Certification
Not Applicable.
CUSIP No. 631103 10 8 Page 8 of 10 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2011
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SILVER LAKE PARTNERS TSA, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE INVESTORS, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE PARTNERS II TSA, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES II, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES II, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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CUSIP No. 631103 10 8 Page 9 of 10 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: February 11, 2011
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SILVER LAKE PARTNERS TSA, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE INVESTORS, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE PARTNERS II TSA, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES II, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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SILVER LAKE TECHNOLOGY INVESTORS II, L.P.
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By:
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SILVER LAKE TECHNOLOGY
ASSOCIATES II, L.L.C., its General Partner
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By:
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/s/ Karen M. King
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Name:
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Karen M. King
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Title:
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Managing Director
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CUSIP No. 631103 10 8 Page 10 of 10 Pages
EXHIBIT B
Identification and Classification of Members of the Group
Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P. and Silver Lake Technology Investors II, L.P. are filing this statement on Schedule 13G as a group.
Silver Lake Partners TSA, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates, L.L.C., a Delaware limited liability company.
Silver Lake Investors, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates, L.L.C., a Delaware limited liability company.
Silver Lake Partners II TSA, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates II, L.L.C., a Delaware limited liability company.
Silver Lake Technology Investors II, L.P. is a Delaware limited partnership. Its general partner is Silver Lake Technology Associates II, L.L.C., a Delaware limited liability company.