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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

THE NASDAQ OMX GROUP, inc.

 

 

(Name of Issuer)

Common Stock, par value $0.01 per share

 

 

(Title of Class of Securities)

631103108

 

 

(CUSIP Number)

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

 

 

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

March 7, 2011

 

 

(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 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).

 

 

 

1



 

CUSIP No. 631103108


 

1.

Names of Reporting Persons

Investor AB


 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 (a)

o

 

 

 (b)

x


 

3.

SEC Use Only


 

 

4.

Source of Funds (See Instructions) N/A


 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


 

 

6.

Citizenship or Place of Organization   Sweden


 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power     18,004,142


8.

Shared Voting Power     0


 

9.

Sole Dispositive Power     18,004,142


10.

Shared Dispositive Power     0


 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person    18,004,142


 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  £


 

13.

Percent of Class Represented by Amount in Row (11)  10.2%*


 

14.

Type of Reporting Person (See Instructions)  OO

 

* Based on 176,186,830 outstanding Shares of the Issuer as of February 10, 2011, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011.

 

2



 

CUSIP No. 631103108


 

1.

Names of Reporting Persons

 

Duba AB

 



 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 (a)

o

 

 

 (b)

x


 

3.

SEC Use Only


 

 

4.

Source of Funds (See Instructions) N/A


 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


 

 

6.

Citizenship or Place of Organization   Sweden


 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power     0


8.

Shared Voting Power     0


 

9.

Sole Dispositive Power     0


10.

Shared Dispositive Power     0


 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person     0


 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  £


 

13.

Percent of Class Represented by Amount in Row (11)  0%


 

14.

Type of Reporting Person (See Instructions)  OO

 

3



 

CUSIP No. 631103108

 

1.

Names of Reporting Persons

Investor Trading AB


 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 (a)

o

 

 

 (b)

x


 

3.

SEC Use Only


 

 

4.

Source of Funds (See Instructions) N/A


 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


 

 

6.

Citizenship or Place of Organization   Sweden


 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power     0


8.

Shared Voting Power     0


 

9.

Sole Dispositive Power     0


10.

Shared Dispositive Power     0


 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person     0


 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  £


 

13.

Percent of Class Represented by Amount in Row (11)  0%


 

14.

Type of Reporting Person (See Instructions)  OO

 

4



 

CUSIP No. 631103108

 

 

1.

Names of Reporting Persons

Patricia Holding AB


 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

 (a)

o

 

 

 (b)

x


 

3.

SEC Use Only


 

 

4.

Source of Funds (See Instructions) OO


 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


 

 

6.

Citizenship or Place of Organization   Sweden


 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7.

Sole Voting Power  18,004,142


8.

Shared Voting Power


 

9.

Sole Dispositive Power  18,004,142


10.

Shared Dispositive Power


 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person  18,004,142


 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  £


 

13.

Percent of Class Represented by Amount in Row (11)  10.2%*


 

14.

Type of Reporting Person (See Instructions)  OO

 

* Based on 176,186,830 outstanding Shares of the Issuer as of February 10, 2011, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011.

 

5



 

This Amendment No. 2 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the “Shares”), of The NASDAQ OMX Group, Inc., a Delaware corporation (the “Issuer”), and supplementally amends the initial statement on Schedule 13D, dated January 24, 2011, and Amendment No. 1 to Schedule 13D, dated February 9, 2011, filed by Investor AB, Duba AB and Investor Trading AB (each a “Reporting Person”) and Amendment No. 1 relating to the Shares (together, the “Initial Statement” and, together with this Amendment No. 2, the “Schedule 13D”).  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement.

 

Item 2. Identity and Background

 

Item 2 of this Schedule 13D is hereby amended and restated as follows:

 

This Schedule 13D is being filed jointly on behalf of Investor AB, Duba AB, Investor Trading AB and Patricia Holding AB (each a “Reporting Person”).  The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 5 hereto.  Patricia Holding AB, which holds the Shares reported in this Schedule 13D, is 100% owned and controlled by Investor AB.  Prior to March 7, 2011, such Shares were held by Investor Trading AB, which is 100% owned and controlled by Duba AB, which is 100% owned and controlled by Investor AB.

 

The address of each of the Reporting Persons is Arsenalsgatan 8C, S-103 32, Stockholm, Sweden.  Each of the Reporting Persons is organized under the laws of Sweden.  Investor AB is a publicly held limited liability company engaged principally in business as a diversified industrial holding company.  Each of Patricia Holding AB, Duba AB and Investor AB Trading is engaged principally in the business of making investments in securities.

 

The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of each of the Reporting Persons is set forth on Schedule A hereto.

 

During the last five years, none of the Reporting Persons has, and to the knowledge of the Reporting Person, no person named in Schedule A hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of this Schedule 13D is hereby amended and supplemented as follows:

 

On March 7, 2011, Investor Trading AB transferred 18,004,142 Shares to Patricia Holding AB for no consideration.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of this Schedule 13D is hereby amended and restated as follows:

 

(a)          Each of Patricia Holding AB and Investor AB may be deemed to be the beneficial owner of the 18,004,142 Shares held by Patricia Holding AB (approximately 10.2% of the total number of outstanding Shares based on 176,186,830 outstanding Shares of the Issuer as of February 10, 2011, as disclosed by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011).  Each of Investor Trading AB and Duba AB may no longer be deemed to be the beneficial owner of any Shares.

 

(b)          Each of Patricia Holding AB and Investor AB may be deemed to have the sole power to direct the voting and disposition of the 18,004,142 Shares held by Patricia Holding AB.  Each of Investor Trading AB and Duba AB may no longer be deemed to have the power to direct the voting or disposition of any Shares.

 

6



 

(c)          Other than the transfer described in Item 3 hereof, to the best knowledge of the Reporting Persons, no transactions in the Shares have been effected since February 9, 2011, the date of Amendment No. 1 to Schedule 13D, by any of the Reporting Persons or any of the other entities or individuals named in response to Item 2 hereof.

 

(d)           To the best knowledge of the Reporting Person, no one other than the Reporting Persons, or the holders of interests in the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

(e)           As a result of the transfer described in Item 3 hereof, as of March 7, 2011, each of Investor Trading AB and Duba AB ceased to be a beneficial owner of more than 5% of the outstanding shares of Shares. Consequently, this is an exit filing for Investor Trading AB and Duba AB.

 

Item 7. Materials to Be Filed as Exhibits

 

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit 5

Joint Filing Agreement, dated as of March 10, 2011, by and among Investor AB, Duba AB, Investor Trading AB and Patricia Holding AB

 

7



 

Signatures

 

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.

 

Dated:  March 10, 2011

 

INVESTOR AB

 

By:

 

/s/ Petra Hedengran

 

Name:

Petra Hedengran

Title:

Managing Director and General Counsel

 

 

 

 

By:

 

/s/ Johan Bygge

 

Name:

Johan Bygge

Title:

Chief Financial Officer

 

 

 

 

DUBA AB

 

By:

 

/s/ Johan Bygge

 

Name:

Johan Bygge

Title:

Chairman

 

 

 

 

By:

 

/s/ Anders Eckerwall

 

Name:

Anders Eckerwall

Title:

Director

 

 

 

 

INVESTOR TRADING AB

 

By:

 

/s/ Johan Bygge

 

Name:

Johan Bygge

Title:

Managing Director

 

 

 

 

By:

 

/s/ Anders Eckerwall

 

Name:

Anders Eckerwall

Title:

Director

 

 

 

 

PATRICIA Holding AB

 

 

By:

 

/s/ Anders Eckerwall

 

Name:

Anders Eckerwall

Title:

Managing Director

 

 

 

 

By:

 

/s/ Anna Troedsson Wiklander

 

Name:

Anna Troedsson Wiklander

Title:

Chairman

 


 


 

SCHEDULE A

 

Directors and Executive Officers of Investor AB

 

NAME/TITLE/CITIZENSHIP

PRINCIPAL
OCCUPATION

BUSINESS ADDRESS

Jacob Wallenberg

Chairman

(Sweden)

Chairman Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Gunnar Brock

Director

(Sweden)

Chairman Mölnlycke Health Care AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Sune Carlsson

Director

(Sweden)

Chairman Atlas Copco AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Börje Ekholm

President and Chief Executive Officer

(Sweden)

Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Sirkka Hamalainen

Director

(Finland)

Chairman Finnish National Opera

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Tom Johnstone

Director

(Great Britain)

CEO AB SKF

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Carola Lemne

Director

(Sweden)

CEO Praktikertjänst AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Grace Reksten Skaugen

Director

(Norway)

Chairman Entra Eiendom AS, Ferd Holding AS and Norwegian Institute of Directors

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

O. Griffith Sexton

Director

(United States)

Director Morgan Stanley

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Lena Treschow Torell

Director

(Sweden)

Chairman Euro-CASE, MISTRA and IVA

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Peter Wallenberg, Jr.

Director

(Sweden)

Chairman FAM and Grand Hôtel Holdings

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Johan Bygge

Chief Financial Officer

(Sweden)

Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Stephen Campe

Head of Investor Growth Capital

(United States)

President IGC USA

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Johan Forssell

Head of Core Investments

(Sweden)

Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Petra Hedengran

Managing Director and General

Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

 



 

Counsel

(Sweden)

 

 

Lennart Johansson

Head of Operating Investments

(Sweden)

Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

 

 

Directors and Executive Officers of Duba AB

 

NAME/TITLE/CITIZENSHIP

PRINCIPAL
OCCUPATION

BUSINESS ADDRESS

Anders Eckerwall

Director

(Sweden)

Vice President Finance Securities Administration, Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Johan Bygge

Chairman

(Sweden)

Chairman of Duba AB and CFO of Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Anna Troedsson Wiklander

Director

(Sweden)

Vice President, Finance Corporate Accounting, Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

 

Directors and Executive Officers of Investor Trading AB

 

NAME/TITLE/CITIZENSHIP

PRINCIPAL
OCCUPATION

BUSINESS ADDRESS

Johan Bygge

Managing Director

(Sweden)

Managing Director of Investor Trading AB and CFO Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Börje Ekholm

Chariman

(Sweden)

Chairman of Investor Trading AB and CEO Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Anders Eckerwall

Director

(Sweden)

Vice President Finance Securities Administration Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Johan Forssell

Director

(Sweden)

Head of Core Investments Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

 



 

Directors and Executive Officers of Patricia Holding AB

 

NAME/TITLE/CITIZENSHIP

PRINCIPAL
OCCUPATION

BUSINESS ADDRESS

Anna Troedsson Wiklander

Chairman

(Sweden)

Vice President, Finance Corporate Accounting, Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Anders Eckerwall

Managing Director

(Sweden)

Vice President Finance Securities Administration Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

Louis De Geer
Director

Legal Counsel,
Investor AB

Investor AB, Arsenalsgatan 8C, S-103 32, Stockholm, Sweden

 



 

EXHIBIT INDEX

 

Exhibit 5

Joint Filing Agreement, dated as of March 10, 2011, by and among Investor AB, Duba AB, Investor Trading AB and Patricia Holding AB