Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Borse Dubai LTD
 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)

PO BOX, 506690, LEVEL 7, PRECINCT BUILDING 5,GATE DISTRICT, DIFC		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


DUBAI, C0 		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock, Par Value $0.01 Per Share 06/23/2011   J4(1) 17,660,367 A $ 0 (2) 29,780,515 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Borse Dubai LTD
PO BOX, 506690, LEVEL 7
PRECINCT BUILDING 5,GATE DISTRICT, DIFC
DUBAI, C0 		     X    
Investment CORP of Dubai
P.O. BOX 333888
DUBAI, C0 		     X    

Signatures

/s/ Khalifa Al Daboos, Director for INVESTMENT CORPORATION OF DUBAI 03/27/2012
**Signature of Reporting Person Date
/s/ Essa Kazim, Chairman for BORSE DUBAI LIMITED 03/27/2012
**Signature of Reporting Person Date
/s/ Abdulaziz Al Muhairi, Director for BORSE DUBAI LIMITED 03/27/2012
**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) Pursuant to a letter of instruction and cancellation dated June 23, 2011 ("Letter of Instruction"), the Reporting Person directly acquired 17,660,367, or 10.2%, of the outstanding shares of the Issuer which were previously indirectly beneficially owned by it through Borse Dubai Nasdaq Share Trust (the "Trust"), of which Borse Dubai is the sole beneficial owner, increasing the Reporting Person's beneficial ownership from 7.0% to 17.2%. The transfer of such shares was agreed to by the Issuer pursuant to the Letter of Instruction.
(2) The Trust, transferred all 17,660,367 outstanding shares of the Issuer to Borse Dubai as part of the refinancing of a facility agreement, whereby the outstanding shares were transferred directly from Nomura International plc (who held them as custodian) to Borse Dubai. As a result, the Trust was therefore dissolved following the transfer of its outstanding shares from Nomura International plc directly to Borse Dubai. Other than the payment of all liabilities of the Trust (such as fees and expenses), no other consideration was paid by Borse Dubai to the Trust for the transfer of the 17,660,367 outstanding shares.
(3) Investment Corporation of Dubai is the majority shareholder of Borse Dubai Limited. Investment Corporation of Dubai is therefore deemed to have beneficial ownership of all of the Non-Derivative Securities and Derivative Securities held by Borse Dubai Limited. Borse Dubai Limited has direct beneficial ownership of 29,780,515 Shares.
 
Remarks:
Exhibit 99.1 Signature (filed herewith), which is incorporated herein by reference.
Exhibit 99.2 Joint Filing Agreement (filed herewith), which is incorporated herein by reference.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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