SEC FORM 3/A 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*
Dennis Michael G.

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

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2020
3. Issuer Name and Ticker or Trading Symbol
CME GROUP INC. [ CME ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2020
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)
Common Stock Class A 10(1) D
Common Stock Class A 40.2052(2) I by Spouse
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
Explanation of Responses:
1. These shares were reflected in the reporting person's original Form 3 and a subsequently-filed Form 4 of the reporting person as being held by the reporting person's spouse.
2. These shares were reflected in the reporting person's original Form 3 and a subsequently filed Form 4 of the reporting person as being owned directly by the reporting person.
Remarks:
Exhibit List - Exhibit 24 Power of Attorney for Michael G. Dennis
By: Margaret Austin Wright For: Michael G. Dennis 06/21/2021
** 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.
                                                                      Exhibit 24


                               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 Margaret Austin Wright, Jenelle Chalmers 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 undersigned's 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
undersigned's  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 8th day of May 2020.


                                        Signature: /s/ Michael G. Dennis
                                                  ----------------------------

                                        Print Name: Michael G. Dennis
                                                   -----------------------------