SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

Londergan Benjamin R

(Last)

(First)

(Middle)

400 SOUTH LASALLE STREET

(Street)

CHICAGO

60605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CBOE Holdings, Inc. [ CBOE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2011

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Unrestricted Common Stock	11/08/2011		P⁽¹⁾⁽²⁾		200	A	$26.97⁽³⁾	24,200	I	By Group One Trading, L.P.⁽⁴⁾
Unrestricted Common Stock	11/08/2011		S		200	D	$26.96⁽³⁾	24,000	I	By Group One Trading, L.P.⁽⁴⁾
Unrestricted Common Stock								7,547	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (right to buy)	$29	11/08/2011		P⁽¹⁾⁽²⁾		1		11/08/2011	11/19/2011	Unrestricted Common Stock	100	$0.1	1	I	By Group One Trading, L.P.⁽⁴⁾
Call Option (right to buy)	$29	11/08/2011		S			1	11/08/2011	11/19/2011	Unrestricted Common Stock	100	$0.05	0	I	By Group One Trading, L.P.⁽⁴⁾

Explanation of Responses:

1. The purchases of shares of unrestricted common stock and the call option with respect to shares of unrestricted common stock reported herein resulted in a short swing profit under Section 16(b) of the Securities Exchange Act of 1934, as amended, with respect to 300 shares of unrestricted common stock sold on May 17, 2011 pursuant to a Rule 10b5-1 trading plan. Upon settlement of the sale, the reporting person will disgorge to CBOE Holdings the full amount of the profit realized in connection with such short-swing transactions.

2. All purchase transactions reported on this Form 4 were inadvertent and reflect internal controls testing by Group One Trading to ensure that its traders could not affect transactions in CBOE Holdings stock. Once it was determined that the transactions had occurred, the securities acquired were immediately sold. Mr. Londergan was not involved in either the decision to test the internal controls nor the purchases and sales.

3. The prices reported in Column 4 are each a weighted average price. The shares were purchased in blocks of 100 shares at $26.96 and $26.98, respectively. The shares were sold in 100 share blocks at $26.93 and $26.99, respectively.

4. Reflects shares owned by Group One Trading, L.P. Mr. Londergan is chief executive officer of Group One Trading, L.P. Mr. Londergan disclaims beneficial ownership of those shares in which he does not have a pecuniary interest.

	/s/ Patrick Sexton, attorney-in-fact	11/10/2011
	** 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).
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