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 *
O'Connell Gerald T
  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)
Former Executive VP and CIO
(Last)
(First)
(Middle)
C/O CBOE HOLDINGS, INC., 400 SOUTH LASALLE STREET
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017
(Street)

CHICAGO, IL 60605
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)
Code V Amount (A) or (D) Price
Common Stock (1) 02/28/2017   M   1,830 A (1) 68,443 D  
Common Stock (2) 02/28/2017   F   837 D $ 78.05 67,606 D  
Common Stock (1) 02/28/2017   M   3,668 A (1) 71,274 D  
Common Stock (2) 02/28/2017   F   1,677 D $ 78.05 69,597 D  
Common Stock (1) 02/28/2017   M   4,229 A (1) 73,826 D  
Common Stock (2) 02/28/2017   F   1,933 D $ 78.05 71,893 D  

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
Restricted Stock Unit (3) 02/28/2017   M     1,830 02/28/2017 02/28/2017 Common Stock 1,830 $ 0 0 D  
Restricted Stock Unit (3) 02/28/2017   M     3,668 02/28/2017 02/28/2017 Common Stock 3,668 $ 0 0 D  
Restricted Stock Unit (3) 02/28/2017   M     4,229 02/28/2017 02/28/2017 Common Stock 4,229 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
O'Connell Gerald T
C/O CBOE HOLDINGS, INC.
400 SOUTH LASALLE STREET
CHICAGO, IL 60605
      Former Executive VP and CIO  

Signatures

 /s/ Patrick Sexton   03/02/2017
**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) Represents shares of the Issuer's common stock issued to the Reporting Person pursuant to the terms of the Reporting Person's retirement agreement with the Issuer which provided for the accelerated vesting of the restricted stock unit awards that were awarded to the Reporting Person.
(2) Represents shares of the Issuer's common stock withheld to satisfy the Issuer's tax withholding obligations upon the accelerated vesting of restricted stock unit awards and the issuance of underlying shares of the Issuer's common stock.
(3) Each restricted stock unit represents a contingent right to receive one share of CBOE Holdings, Inc. common stock.

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