FORM 5 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SHEPARD WILLIAM R 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) (Last) (First) (Middle) 20 S. WACKER DR 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2016 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) 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

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SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHEPARD WILLIAM R 20 S. WACKER DR CHICAGO, IL 60606	  X	Â	Â	Â

Signatures

by: Margaret Austin Wright for William R. Shepard		02/14/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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