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 * JACOBS JOHN   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) 10/27/2011 (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 10/27/2011   M   13,245 A $ 13.38 174,482 D   Common Stock, par value $0.01 per share 10/27/2011   S(1)   13,245 D $ 26 161,237 D   Common Stock, par value $0.01 per share 10/28/2011   M   12,490 A $ 13.38 173,727 D   Common Stock, par value $0.01 per share 10/28/2011   S(1)   12,490 D $ 26 161,237 (2) 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)	$ 13.38	10/27/2011		M			13,245	(3)	07/24/2012	Common Stock	13,245	$ 0	16,455	D
Employee Stock Option (Right to Buy)	$ 13.38	10/28/2011		M			12,490	(3)	07/24/2012	Common Stock	12,490	$ 0	3,965	D
Employee Stock Option (Right to Buy)	$ 7.35							(4)	11/15/2014	Common Stock	200,000		200,000	D
Employee Stock Option (Right to Buy)	$ 9.15							(5)	02/18/2014	Common Stock	100,000		100,000	D
Employee Stock Option (Right to Buy)	$ 19.75							(6)	03/04/2020	Common Stock	22,059		22,059	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	22,663		22,663	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
JACOBS JOHN ONE LIBERTY PLAZA NEW YORK, NY 10006			Executive Vice President

Signatures

/s/ Edward S. Knight, by power of attorney		10/31/2011
**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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 4, 2011.
(2)	Represents (i) 14,000 shares acquired upon the exercise of vested stock options, (ii) 67,620 shares or units of restricted stock, of which 32,620 are vested, (iii) 62,888 unvested shares underlying PSUs and (iv) 16,729 shares purchased under the Employee Stock Purchase Plan.
(3)	Options exercisable as to 100%.
(4)	Options exercisable as to 100%.
(5)	Options exercisable as to 100%.
(6)	Options exercisable on March 4, 2014.
(7)	Options exercisable on December 17, 2012.
(8)	Options exercisable on March 28, 2015, subject to accelerated vesting on March 28, 2014, or extension of vesting until March 28, 2016, depending on the achievement of performance goals.
(9)	Options exercisable as to 100%.
(10)	Options exercisable as to 100%.

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