CME (CME) Form 5 CME / WILLIAM R SHEPARD ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHEPARD WILLIAM R

(Last) (First) (Middle)

20 S. WACKER DR

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CME GROUP INC. [ CME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock Class A	09/28/2012		J(1)	116.22(2)	A	$53.19(2)	52,340.4	D
Common Stock Class A	12/28/2010		J(1)	95.05(2)	A	$65.31(2)	52,435.45	D
Common Stock Class A	03/28/2011		J(1)	128.19(2)	A	$59.16(2)	52,563.64	D
Common Stock Class A	06/28/2011		J(1)	134.3(2)	A	$56.74(2)	52,697.95	D
Common Stock Class A	09/27/2011		J(1)	142.06(2)	A	$53.9(2)	52,840.01	D
Common Stock Class A	12/31/2011		J(1)	158.23(2)	A	$48.65(2)	52,998.24	D
Common Stock Class A	03/26/2012		J(1)	207.96(2)	A	$59.3(2)	53,206.2	D
Common Stock Class A	06/26/2012		J(1)	231.5(2)	A	$53.67(2)	53,437.7	D
Common Stock Class A	09/26/2012		J(1)	222.29	A	$56.86	53,659.99	D
Common Stock Class A	12/27/2012		J(1)	252.99	A	$50.36	53,912.98	D
Common Stock Class A	03/26/2013		J(1)	209.19	A	$61.44	54,122.17	D
Common Stock Class A	06/26/2013		J(1)	169.78	A	$76.26	54,291.96	D
Common Stock Class A	09/30/2013		J(1)	173.55	A	$75.04	54,465.51	D
Common Stock Class A	12/27/2013		J(1)	164.12	A	$79.83	54,629.63	D
Common Stock Class A	03/26/2014		J(1)	180.47	A	$76.25	54,810.1	D
Common Stock Class A	06/26/2014		J(1)	197.96	A	$69.65	55,008.06	D
Common Stock Class A	09/26/2014		J(1)	175.43	A	$79.46	55,183.49	D
Common Stock Class A	12/29/2014		J(1)	155.2	A	$90.34	55,338.69	D
Common Stock Class A							136,623	I	by Trust(3)
Common Stock Class B1							5	I	by Trust
Common Stock Class B2							5	I	by Trust
Common Stock Class B3							2	I	by Trust
Common Stock Class B4							1	I	by Trust

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 5 is being filed to correct the number of shares of CME Group Class A common stock beneficially held by Mr. Shepard. Mr. Shepard acquired a total of 3,114.51 shares of CME Group Class A common stock under a broker directed dividend reinvestment plan (DRIP) on a quarterly basis from 9/28/2010 through 12/29/2014. His total direct ownership, including 3,114.51 shares, is 55,338.69.

2. Adjusted to account for a subsequent 5 to 1 stock split to reflect current ownership and cost.

3. Ownership has been updated to reflect the transfer of 136,623 shares of CME Group Class A common stock to Mr. Shepard's trust on December 9, 2016.

	by: Margaret Austin Wright for William R. Shepard	02/14/2017
	** 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).
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