UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The Nasdaq Stock Market, Inc.

(Name of Issuer)

 

Common Stock (par value $0.01 per share)

(Title of Class of Securities)

 

63110318

(CUSIP Number)

 

Magnus Billing, Esq.

OMX AB

Tullvaktsvägen 15

105 78 Stockholm, Sweden

(46) 8-405-60-00

 

 

Copies to:

Christopher E. Austin, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2000

 

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 29, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 


 

 

 

CUSIP No. 63110318

13D

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

OMX AB

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Sweden

NUMBER OF SHARES

7

SOLE VOTING POWER

0

BENEFICIALLY OWNED BY

8

SHARED VOTING POWER

14,834,919

EACH REPORTING PERSON

9

SOLE DISPOSITIVE POWER

0

WITH

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


14,834,919

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


10.3%

14

TYPE OF REPORTING PERSON

CO

 

 

 

 

2

 

 

 


 

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on June 4, 2007 (the “Schedule 13D”) relating to the common stock, par value $0.01 per share (the “Common Stock”), of The Nasdaq Stock Market, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Liberty Plaza, New York, NY 10006. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

The responses to Item 4 (Purpose of Transaction) and Item 7 (Material to be filed as Exhibits) are hereby amended as follows.

Item 4.

Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding to the end of Item 4 the following:

On August 17, 2007, Borse Dubai Limited (“Borse Dubai”) announced an unsolicited public offer for OMX. Subsequently, the board of directors of OMX announced that it would consider the Borse Dubai offer as compared to the Issuer’s offer. On August 29, 2007, OMX issued a press release announcing that the board of directors of OMX had sent a letter to Borse Dubai which includes a list of questions that will help the board to properly assess the Borse Dubai offer.

 

A copy of the press release is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Item 7.

Material to be filed as Exhibits.

The response set forth in Item 7 of the Schedule 13D is hereby amended by adding to the end of Item 7 the following:

99.5

Press release dated August 29, 2007.

 

 

 

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 29, 2007

OMX AB

 

By:

     /s/  Magnus Billing         

 

 

Name: Magnus Billing

 

 

Title:   General Counsel

 

 

 

 

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