SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Harley Jill A

(Last) (First) (Middle)
20 S. WACKER DR.

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2014
3. Issuer Name and Ticker or Trading Symbol
CME GROUP INC. [ cme ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
MD & CAO
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 11,485 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) 07/12/2007(1) 01/02/2017 Common Stock Class A 2,500 80.78 D
Non-Qualified Stock Option (right to buy) 06/16/2013(2) 06/16/2018 Common Stock Class A 4,000 83.88 D
Non-Qualified Stock Option (right to buy) 03/14/2013(3) 03/14/2018 Common Stock Class A 825 97.21 D
Non-Qualified Stock Option (right to buy) 09/15/2013(4) 09/15/2019 Common Stock Class A 1,600 56.87 D
Non-Qualified Stock Option (right to buy) 09/15/2014(5) 09/15/2020 Common Stock Class A 4,050 54.3 D
Non-Qualified Stock Option (right to buy) 09/15/2015(6) 09/15/2021 Common Stock Class A 4,900 54.37 D
Explanation of Responses:
1. On July 12, 2007, these options vested with respect to 100% of the granted number of shares covered by the option.
2. On June 6, 2013, these options vested with respect to 100% of the granted number of shares covered by the option.
3. On March 14, 2013, these options vested with respect to 100% of the granted number of shares covered by the option.
4. On September 15, 2013, these options vested with respect to 100% of the granted number of shares covered by the option.
5. These options were granted on September 15, 2010. 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.
6. These options were granted on September 15, 2011. 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.
By: Margaret Austin Wright for Jill A. Harley 05/29/2014
** 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 5 (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 Number.
POWER OF ATTORNEY

For Executing Forms 3, 4 and 5
Pursuant to Section 16(a) of the Securities Exchange Act


Know all by these presents, that the undersigned hereby
constitutes and appoints each of Kathleen M. Cronin,
Margaret Austin Wright and Mary Croft signing singly,
his/her true and lawful attorney-in-fact to:

1 execute for and on behalf of the undersigned Forms
3, 4 and 5 and amendments thereto in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder;

2 do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any
such Form 3, 4 and 5 and the timely filing of such form with the
United States Securities and Exchange Commission and any other authority; and

3 take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned,
it being understood that the documents
executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in his/her discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to
do and perform all and every act and thing
whatsoever requisite, necessary and proper
to be done in the exercise of any of the
rights and powers herein granted,
as fully to all intents and purposes
as such attorney-in-fact might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his/her substitute
or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned,
are not assuming any of the undersigneds responsibilities
to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to
file Forms, 3, 4, and 5 with respect to the undersigneds
holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 23rd day of May, 2014.


Signature:  Jill A. Harley


Print Name: Jill A. Harley