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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
AUST BRUCE
   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)
Executive Vice President
(Last)
(First)
(Middle)
ONE LIBERTY PLAZA		 3. Date of Earliest Transaction (Month/Day/Year)
06/13/2013
(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 06/13/2013   M   7,500 A $ 9.15 122,251 D  
Common Stock, par value $0.01 per share 06/13/2013   S(1)   7,500 D $ 31.46 (2) 114,751 (3) D  

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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) $ 9.15 06/13/2013   M     7,500   (4) 02/18/2014 Common Stock 7,500 $ 0 45,000 D  
Employee Stock Option (Right to Buy) $ 7.35               (5) 11/15/2014 Common Stock 120,000   120,000 D  
Employee Stock Option (Right to Buy) $ 19.75               (6) 03/04/2020 Common Stock 25,210   25,210 D  
Employee Stock Option (Right to Buy) $ 25.07               (7) 12/17/2018 Common Stock 45,528   45,528 D  
Employee Stock Option (Right to Buy) $ 25.28               (8) 03/28/2021 Common Stock 25,496   25,496 D  
Employee Stock Option (Right to Buy) $ 35.92               (9) 12/13/2016 Common Stock 32,558   32,558 D  
Employee Stock Option (Right to Buy) $ 45.38               (10) 12/12/2017 Common Stock 22,564   22,564 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
AUST BRUCE
ONE LIBERTY PLAZA
NEW YORK, NY 10006		       Executive Vice President  

Signatures

 /s/ Edward S. Knight, by power of attorney   06/14/2013
**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) The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2012.
(2) The price reported in this box is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.30 to $31.58, inclusive. The reporting person undertakes to provide to The NASDAQ OMX Group, Inc., any security holder of The NASDAQ OMX Group, Inc. or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
(3) Represents (i) 32,274 vested shares of restricted stock, (ii) 76,290 shares underlying PSUs, of which 37,006 shares are vested and (iii) 6,187 shares purchased under the Employee Stock Purchase Plan.
(4) Options exercisable.
(5) Options exercisable.
(6) Options exercisable on March 4, 2014.
(7) Options exercisable.
(8) Options exercisable on March 28, 2014.
(9) Options exercisable.
(10) Options exercisable.

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