Edgar Filing: NYSE Group, 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FORD WILLIAM E

2. Issuer Name and Ticker or Trading Symbol
NYSE Group, Inc. [NYX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O NYSE GROUP, INC., 11 WALL STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2007

(Street)

NEW YORK, NY 10005

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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, par value $0.01 per share ⁽¹⁾	04/04/2007		J⁽¹⁾		5,384,509	D	⁽¹⁾	0	I ⁽²⁾	By General Atlantic Partners 77, L.P. (See FN 2)
Common Stock, par value $0.01 per share ⁽¹⁾	04/04/2007		J⁽¹⁾		96,813	D	⁽¹⁾	0	I ⁽²⁾	By GapStar, LLC (See FN 2)
Common Stock, par value $0.01 per share ⁽¹⁾	04/04/2007		J⁽¹⁾		2,333,995	D	⁽¹⁾	0	I ⁽²⁾	By GAP-W Holdings, L.P. (See FN 2)
Common Stock, par value $0.01 per share ⁽¹⁾	04/04/2007		J⁽¹⁾		450,919	D	⁽¹⁾	0	I ⁽²⁾	By GAP Coinvestment Partners II, L.P. (See FN 2)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units ⁽¹⁾

⁽³⁾

04/04/2007

J⁽¹⁾

13,948

⁽³⁾

Common Stock, par value $0.01 per share

13,948

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FORD WILLIAM E C/O NYSE GROUP, INC. 11 WALL STREET NEW YORK, NY 10005	X

Signatures

/s/ C. M. Courtney under POA dated 3/7/2006		04/05/2007
^**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)	Disposed of in exchange for an equal number of equivalent securities of NYSE Euronext in connection with the consummation on April 4, 2007, of the transactions contemplated by the Amended and Restated Combination Agreement dated November 27, 2007 by and among the Issuer, NYSE Euronext, Inc., Euronext N.V. and Jefferson Merger Sub, Inc.
(2)	8,266,236 shares of common stock consists of 5,384,509 shares owned by General Atlantic Partners 77, L.P.("GAP 77"), 2,333,995 shares owned by GAP-W Holdings, L.P.("GAP-W"), 96,813 shares owned by GapStar, LLC ("GapStar") and 450,919 shares owned by GAP Coinvestment Partners II, L.P.("GAPCO II"). Mr. Ford is Chief Executive Officer and a Managing Director of General Atlantic LLC ("GA LLC") and a general partner of GAPCO II. GA LLC is the general partner of GAP 77 and GAP-W, and the sole member of GapStar. The general partners of GAPCO II are also Managing Directors of GA LLC. Mr. Ford disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(3)	Each Restricted Stock Unit represents the right to receive one share of the Issuer's common stock upon the Reporting Person's termination of service on the Board of Directors for any reason other than termination for cause.

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