As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/10/11  Investor AB                       SC 13D/A               2:181K Nasdaq Omx Group, Inc.            Merrill Corp-MD/FA
          Duba AB
          Investor Trading AB
          Patricia Holding AB

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    104K 
                          Ownership                                              
 2: EX-5        Opinion re: Legality                                HTML     22K 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

THE NASDAQ OMX GROUP, inc.

 

(Name of Issuer)

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

631103108

 

(CUSIP Number)

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

 

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 7, 2011

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*  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 disclosures provided in a prior cover page.

The information required on 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).

 

 

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This Amendment No. 2 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”), of The NASDAQ OMX Group, Inc., a Delaware corporation (the “Issuer”), and supplementally amends the initial statement on Schedule 13D, dated January 24, 2011, and Amendment No. 1 to Schedule 13D, dated February 9, 2011, filed by Investor AB, Duba AB and Investor Trading AB (each a “Reporting Person”) and Amendment No. 1 relating to the Shares (together, the “Initial Statement” and, together with this Amendment No. 2, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

 

Item 2. Identity and Background

 

Item 2 of this Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is being filed jointly on behalf of Investor AB, Duba AB, Investor Trading AB and Patricia Holding AB (each a “Reporting Person”).  The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 5 hereto.  Patricia Holding AB, which holds the Shares reported in this Schedule 13D, is 100% owned and controlled by Investor AB.  Prior to March 7, 2011, such Shares were held by Investor Trading AB, which is 100% owned and controlled by Duba AB, which is 100% owned and controlled by Investor AB.

 

The address of each of the Reporting Persons is Arsenalsgatan 8C, S-103 32, Stockholm, Sweden.  Each of the Reporting Persons is organized under the laws of Sweden.  Investor AB is a publicly held limited liability company engaged principally in business as a diversified industrial holding company.  Each of Patricia Holding AB, Duba AB and Investor AB Trading is engaged principally in the business of making investments in securities.

 

The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of each of the Reporting Persons is set forth on Schedule A hereto.

 

During the last five years, none of the Reporting Persons has, and to the knowledge of the Reporting Person, no person named in Schedule A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of this Schedule 13D is hereby amended and supplemented as follows:

 

On March 7, 2011, Investor Trading AB transferred 18,004,142 Shares to Patricia Holding AB for no consideration.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of this Schedule 13D is hereby amended and restated as follows:

 

(a)          Each of Patricia Holding AB and Investor AB may be deemed to be the beneficial owner of the 18,004,142 Shares held by Patricia Holding AB (approximately 10.2% of the total number of outstanding Shares based on 176,186,830 outstanding Shares of the Issuer as of February 10, 2011, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011).  Each of Investor Trading AB and Duba AB may no longer be deemed to be the beneficial owner of any Shares.

 

(b)          Each of Patricia Holding AB and Investor AB may be deemed to have the sole power to direct the voting and disposition of the 18,004,142 Shares held by Patricia Holding AB.  Each of Investor Trading AB and Duba AB may no longer be deemed to have the power to direct the voting or disposition of any Shares.

 

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