Item 3.02. Unregistered Sales of Equity Securities.

On September 25, 2009, The NASDAQ OMX Group, Inc. (the "Company") entered into a Conversion Agreement (the "Conversion Agreement") with Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.P. and Edward J. Nicoll (each, a "Holder" and, together, the "Holders"), as holders of approximately $119.6 million aggregate principal amount of The NASDAQ Stock Market LLC's 3.75% Series A Convertible Notes due 2012 (the "Notes"). The Holders agreed to convert all of the Notes, held by them in accordance with the terms of the Notes, which resulted in the issuance of an aggregate of 8,246,680 shares of the Company's common stock, par value $0.01 per share ("Common Stock"). Following this conversion, approximately $0.5 million aggregate principal amount of the Notes (which is not held by the Holders) remains outstanding.

In return, the Company also paid the Holders and certain of their affiliates an aggregate of $9.8 million in cash (including approximately $800,000 in accrued interest payments through September 30, 2009), and agreed to issue to the Holders shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), with a liquidation preference of $16 million, on the terms and conditions set forth in the Conversion Agreement. If the Company receives approval of its stockholders at the next annual stockholders' meeting to convert the Series A Preferred Stock into Common Stock, the Series A Preferred Stock will automatically convert into shares of Common Stock at such time.

In connection with the Conversion Agreement, the Company and the Holders also entered into a Registration Rights Agreement dated as of September 25, 2009, which provides the Holders with certain "demand" and "piggyback" registration rights with respect to the shares of Series A Preferred Stock and the Common Stock into which the Series A Preferred Stock is convertible upon stockholder approval.

The Series A Preferred Stock and the underlying Common Stock issuable upon conversion of the Series A Preferred Stock will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Series A Preferred Stock will be issued to a limited number of existing institutional investors and one accredited investor in reliance on exemptions from registration pursuant to
Section 4(2) of the Securities Act.

Item 8.01. Other Information.

On October 1, 2009, The NASDAQ OMX Group, Inc. issued a press release announcing the entry into the Conversion Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description
99.1 Press Release dated October 1, 2009.

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