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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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) 2725 SAND HILL ROAD, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2005 (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) Code V Amount (A) or (D) Price Common Stock 12/08/2005   J(1)   1,149,000 A (1) 1,149,000 I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

3.75% Series A Convertible Notes due 2012

$ 14.5

12/08/2005

J(1)

9,749,281

(2)

(2)

Common stock

9,749,281

(3)

9,749,281

D

Series A Warrants

$ 14.5

12/08/2005

J(1)

1,523,325

(4)

(4)

Common stock

1,523,325

(4)

1,523,325

D

Warrants

$ 16

12/08/2005

J(1)

281,250

(5)

(5)

Common stock

281,250

(1)

281,250

I

See footnote (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Silver Lake Partners II TSA LP 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Silver Lake Technology Investors II LLC 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Silver Lake Partners TSA LP 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
SILVER LAKE INVESTORS LP 2725 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
HUTCHINS GLENN H 9 WEST 57TH STREET, 25TH FLOOR NEW YORK, NY 10019	X

Signatures

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.		12/12/2005
**Signature of Reporting Person		Date
Alan K. Austin, Managing Director and Chief Operating Officer of Silver Lake Management Company, L.L.C., as Manager of Silver Lake Technology Investors II, L.L.C.		12/12/2005
**Signature of Reporting Person		Date
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.		12/12/2005
**Signature of Reporting Person		Date
Alan K. Austin, Managing Director and Cheif Operating Officer of Silver Lake Technology Associates, L.L.C., as general partner of Silver Lake Investors, L.P.		12/12/2005
**Signature of Reporting Person		Date
Alan K. Austin, as attorney-in-fact for Glenn H. Hutchins		12/12/2005
**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)	See footnote (1) on attached Exhibit 99
(2)	See footnote (2) on attached Exhibit 99
(3)	See footnote (3) on attached Exhibit 99
(4)	See footnote (4) on attached Exhibit 99
(5)	See footnote (5) on attached Exhibit 99

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