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Form 4 CBOE Holdings, Inc. For: Feb 28 Filed by: Hemsley Mark S

March 2, 2017 9:14 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hemsley Mark S
(Last) (First) (Middle)
C/O CBOE HOLDINGS, INC
400 SOUTH LASALLE STREET
(Street)
CHICAGO IL 60605
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CBOE Holdings, Inc. [ CBOE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, President Europe
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017
4. If Amendment, Date of 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
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 02/28/2017   A   111,431 (1) (2) A (1) 111,431 D  
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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units (3) 02/28/2017   A     7,413   (4)   (4) Common Stock 7,413 $ 0 7,413 D  
Restricted Stock Units (3) 02/28/2017   A     3,707   (5)   (5) Common Stock 3,707 $ 0 3,707 D  
Stock Option (6) $ 22.08 02/28/2017   A     14,039 02/28/2017 01/31/2020 Common Stock 14,039 $ 0 14,039 D  
Explanation of Responses:
1. Received upon conversion of 285,902 shares of Bats Global Markets, Inc. ("Bats") common stock, included 159,215 Bats unvested restricted shares pursuant to the Agreement and Plan of Merger, dated as of September 25, 2016 (the "Merger Agreement"), by and among CBOE Holdings, Inc. ("CBOE Holdings"), CBOE Corporation, CBOE V, LLC and Bats. On the effective date of the merger, the closing price of CBOE Holdings' common stock was $78.05 per share, and the closing price of Bats' common stock was $35.13.
2. Includes 7,129 shares of unvested restricted stock, which vest on December 1, 2017; 13,906 shares of unvested restricted stock, half of which vest on each of December 1, 2017 and December 1, 2018; 17,288 shares of unvested restricted stock, a third of which vest on each of December 1, 2017, December 1, 2018 and December 1, 2019; 24,291 shares of unvested restricted stock, a third of which will vest on each of January 13, 2018, January 13, 2019 and January 13, 2020; 5,932 shares of unvested restricted stock, which vest ratably over three years; and 2,333 shares of unvested restricted stock, which vest ratably over three years.
3. Each restricted stock unit represents a contingent right to receive one share of CBOE Holdings common stock.
4. The restricted stock units vest on February 28, 2020.
5. The restricted stock units vest in three equal annual installments, beginning on February 28, 2018.
6. Represents an option to purchase shares of Bats common stock that was converted to an option to purchase shares of CBOE Holdings common stock pursuant to the Merger Agreement.
Patrick Sexton 03/02/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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