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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Durkin Bryan T
2. Issuer Name and Ticker or Trading Symbol

CME GROUP INC. [ CME ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr MD Chief Commercial Officer
(Last)          (First)          (Middle)

20 S. WACKER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

9/28/2016
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Class A   9/28/2016     M    11600.0   A $83.88   66936   D    
Common Stock Class A   9/28/2016     S    11600.0   (1) D $105.0929   (2) 55336   D    
Common Stock Class A   9/28/2016     M    1734.0   A $56.87   57070   D    
Common Stock Class A   9/28/2016     S    1734.0   (1) D $105.0929   (2) 55336   D    
Common Stock Class A   9/28/2016     S    1656.0   (1) D $105.2   (3) 53680   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Non-Qualified Stock Option (right to buy)   $56.87   9/28/2016     M         1734.0    9/15/2010   (4) 9/15/2019   Common Stock Class A   1734   $0.0   10226   D    
Non-Qualified Stock Option (right to buy)   $83.88   9/28/2016     M         11600.0    6/16/2013   (5) 6/16/2018   Common Stock Class A   11600   $0.0   0   D    

Explanation of Responses:
( 1)  This sale was completed pursuant to the terms of a pre-arranged trading plan established in accordance with Rule 10b5-1.
( 2)  On September 28, 2016, Mr. Durkin sold an aggregate of 13,334 shares of CME Group Class A common stock. For reporting purposes, the sales prices within a $1 range have been aggregated and the weighted average sales price has been reported. The price ranges were: $107.09 to $107.99 and $108.01 to $108.62. The Company maintains a record of the transactions and copies will be provided upon request.
( 3)  On September 28, 2016, Mr. Durkin sold an aggregate of 1,656 shares of CME Group Class A common stock. For reporting purposes, the sales prices within a $1 range have been aggregated and the weighted average sales price has been reported. The price ranges were: $105.02 to $105.51. The Company maintains a record of the transactions and copies will be provided upon request.
( 4)  These options were granted on September 15, 2009. They vest over a four-year period, with 25% vesting one year after the grant date and 25% vesting on that same date in each of the following three years, subject to acceleration or termination in certain circumstances.
( 5)  These options were granted on June 16, 2008. They vest over a five-year period, with 20% vesting one year after the grant date and 20% vesting on that same date in each of the following three years, subject to acceleration or termination in certain circumstances.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Durkin Bryan T
20 S. WACKER DRIVE
CHICAGO, IL 60606


Sr MD Chief Commercial Officer

Signatures
By: Margaret Austin Wright For: Bryan Durkin 9/29/2016
** 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 control number.
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