UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* CBOE Holdings -------------------- (Name of Issuer) Class A ------- (Title of Class of Securities) 12503M108 --------- (CUSIP Number) December 31, 2014 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 4 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Herndon Capital Management, LLC -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 3,497,289 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 4,042,580 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,042,580 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.79% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- PAGE 2 OF 4 PAGES Item 1(a) Name of Issuer: CBOE Holdings Item 1(b) Address of Issuer's Principal Executive Offices: 400 South LaSalle Street Chicago, IL 60605 Item 2(a) Name of Person Filing: Herndon Capital Management, LLC Item 2(b) Address of the Principal Office or, if none, Residence: 191 Peachtree Street NE Suite 2500 Atlanta, GA 30303 Item 2(c) Citizenship: Delaware Item 2(d) Title of Class of Securities: Common Stock Class A Item 2(e) CUSIP Number: 12503M108 Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (e) [X] An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E) Item 4 Ownership: (a) Amount Beneficially Owned: 4,042,580 (b) Percent of Class: 4.79% (c) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 87% (ii) shared power to vote or direct the vote: 0% (iii) sole power to dispose or to direct the disposition of: 100% (iv) shared power to dispose or to direct the disposition of: 0 Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x] PAGE 3 OF 4 PAGES Item 6 Ownership of More than Five Percent on Behalf of Another Person: Securities reported on this Schedule 13G are beneficially owned by clients of the adviser, which may include investment companies registered under the Investment Company Act and/or employee benefit plans, pensions, Charitable funds or other institutional and high net worth clients. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: Not applicable. Item 9 Notice of Dissolution of a Group: Not applicable. Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 19, 2015 Herndon Capital Management, LLC By: /s/ Matt B. Carney ------------------------------- Matt B. Carney Title: Senior Complicance Officer PAGE 4 OF 4 PAGES