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 * Isaacson Christopher A   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, 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 02/28/2017   A   98,191 (1) (2) A (1) 98,191 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 Units

(3)

02/28/2017

A

6,219

(4)

(4)

Common Stock

6,219

$ 0

6,219

D

Restricted Stock Units

(3)

02/28/2017

A

3,110

(5)

(5)

Common Stock

3,110

$ 0

3,110

D

Stock Option (6)

$ 12.63

02/28/2017

A

14,039

02/28/2017

04/30/2019

Common Stock

14,039

$ 0

14,039

D

Stock Option (6)

$ 22.08

02/28/2017

A

56,159

02/28/2017

01/31/2020

Common Stock

56,159

$ 0

56,159

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Isaacson Christopher A C/O CBOE HOLDINGS, INC. 400 SOUTH LASALLE STREET CHICAGO, IL 60605			EVP, 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)	Received upon conversion of 232,794 shares of Bats Global Markets, Inc. ("Bats") common stock, including 120,086 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 1,378 shares of unvested restricted stock, which vest on December 1, 2017; 4,443 shares of unvested restricted stock, half of which vest on each of December 1, 2017 and December 1, 2018; 2,453 shares of unvested restricted stock, a third of which vest on each of December 1, 2017, December 1, 2018 and December 1, 2019; 34,007 shares of unvested restricted stock, a third of which will vest on each of January 13, 2018, January 13, 2019 and January 13, 2020; 3,158 shares of unvested restricted stock, which vest ratably over three years; and 3,334 shares of unvested restricted stock granted on January 13, 2017, 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.

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