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

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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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