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*
SHEPARD WILLIAM R

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

(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. Date of Earliest Transaction (Month/Day/Year)
06/25/2021
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)
Code V Amount (A) or (D) Price
Common Stock Class A 06/25/2021 A(1) 917 A $218.12 197,976.695 I by Trust
Common Stock Class A 2,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Granted pursuant to the CME Group Director Stock Plan, as amended and restated.
Remarks:
Exhibit List - Exhibit 24 Power of Attorney for William R. Shepard
By: Margaret Austin Wright For: William R. Shepard 06/29/2021
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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 and
Jenelle Chalmers 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 21 day of June 2021.



Signature:


Print Name: Bill Shepard