Edgar Filing: NASDAQ STOCK MARKET INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Silver Lake Partners II TSA LP

2. Issuer Name and Ticker or Trading Symbol
NASDAQ STOCK MARKET 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)

2775 SAND HILL ROAD, SUITE 100

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2006

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/17/2006		S		50,000	D	$ 29.5	1,380,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		10,000	D	$ 29.55	1,370,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 29.56	1,345,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		10,000	D	$ 29.6	1,335,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		50,000	D	$ 29.64	1,285,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		70,000	D	$ 29.67	1,215,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 29.71	1,190,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		30,000	D	$ 29.76	1,160,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 29.79	1,135,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 29.86	1,110,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		45,000	D	$ 29.89	1,065,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		50,000	D	$ 30.1	1,015,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 30.16	990,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		20,000	D	$ 30.18	970,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		25,000	D	$ 30.19	945,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/17/2006		S		35,000	D	$ 30.2	910,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/18/2006		S		145,000	D	$ 29.5	765,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/18/2006		S		15,000	D	$ 29.51	750,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/18/2006		S		5,000	D	$ 29.54	745,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/18/2006		S		5,000	D	$ 29.6	740,250	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	08/18/2006		S		10,000	D	$ 29.74	730,250	I	See footnotes ⁽¹⁾ ⁽²⁾

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 1474 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Silver Lake Partners II TSA LP 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
Silver Lake Technology Investors II, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
Silver Lake Partners TSA LP 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
SILVER LAKE INVESTORS LP 2775 SAND HILL ROAD, SUITE 100 MENLO PARK, CA 94025		X
HUTCHINS GLENN H 9 WEST 57TH STREET, 25TH FLOOR NEW YORK, NY 10019	X

Signatures

/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates II, L.L.C., as general partner of Silver Lake Partners II TSA, L.P.		08/21/2006
^**Signature of Reporting Person		Date
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates II, L.L.C., as general partner of Silver Lake Technology Investors II, L.P.		08/21/2006
^**Signature of Reporting Person		Date
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Partners TSA, L.P.		08/21/2006
^**Signature of Reporting Person		Date
/s/ Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Investors, L.P.		08/21/2006
^**Signature of Reporting Person		Date
/s/ Alan K. Austin, as attorney-in-fact for Glenn H. Hutchins		08/21/2006
^**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)	Certain affiliates of Silver Lake Partners TSA, L.P., Silver Lake Partners II TSA, L.P. and Mr. Hutchins, together with Silver Lake Investors, L.P. and Silver Lake Technology Investors II, L.P. (the "SLP Entities"), own indirectly Instinet L.L.C. and Instinet Clearing Services, Inc. (collectively, the "Instinet Entities"), which hold shares of Common Stock of The Nasdaq Stock Market, Inc. ("Nasdaq"). This filing is reporting the sale of shares of Common Stock of Nasdaq by the Instinet Entities pursuant to a Rule 10b5-1 trading plan adopted by Instinet Holdings, Inc. The SLP Entities disclaim beneficial ownership of such securities, except to the extent of any indirect pecuniary interest therein.
(2)	Mr. Hutchins is a managing director of (i) Silver Lake Technology Associates, L.L.C., which is the general partner of (a) Silver Lake Partners TSA, L.P. and (b) Silver Lake Investors, L.P., and (ii) Silver Lake Technology Associates II, L.L.C., which is the general partner of (a) Silver Lake Partners II TSA, L.P. and (b) Silver Lake Technology Investors II, L.P. Mr. Hutchins disclaims beneficial ownership of the Nasdaq securities held by the SLP Entities and the Instinet Entities, except to the extent of any indirect pecuniary interest therein.

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