Sec Form 4 Filing - Hemsley Mark S @ CBOE Holdings, Inc. - 2017-02-28

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 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 Hemsley Mark S 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 (Last) (First) (Middle) C/O CBOE HOLDINGS, INC, 400 SOUTH LASALLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) CHICAGO, IL60605 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hemsley Mark S C/O CBOE HOLDINGS, INC 400 SOUTH LASALLE STREET CHICAGO, IL60605 EVP, President Europe Signatures Patrick Sexton 03/02/2017 Signature of Reporting Person Date

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.

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).

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