SEC Form 4 · accession 0001104659-17-013671
Cboe Global Markets, Inc. · CBOE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark S Hemsley
Officer — EVP, President Europe
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 9:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001374310
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Feb 28, 2017 | A | 111,431 | — | A | 111,431 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Feb 28, 2017 | A | 7,413 | D | — | — | Common Stock | 7,413 | 7,413 | D |
| Restricted Stock UnitsF3,F5 | — | Feb 28, 2017 | A | 3,707 | D | — | — | Common Stock | 3,707 | 3,707 | D |
| Stock OptionF6 | $22.08 | Feb 28, 2017 | A | 14,039 | D | Feb 28, 2017 | Jan 31, 2020 | Common Stock | 14,039 | 14,039 | D |
Explanation of responses
- F1Received upon conversion of 285,902 shares of Bats Global Markets, Inc. ("Bats") common stock, included 159,215 Bats unvested restricted shares pursuant to the Agreement and Plan of Merger, dated as of September 25, 2016 (the "Merger Agreement"), by and among CBOE Holdings, Inc. ("CBOE Holdings"), CBOE Corporation, CBOE V, LLC and Bats. On the effective date of the merger, the closing price of CBOE Holdings' common stock was $78.05 per share, and the closing price of Bats' common stock was $35.13.
- F2Includes 7,129 shares of unvested restricted stock, which vest on December 1, 2017; 13,906 shares of unvested restricted stock, half of which vest on each of December 1, 2017 and December 1, 2018; 17,288 shares of unvested restricted stock, a third of which vest on each of December 1, 2017, December 1, 2018 and December 1, 2019; 24,291 shares of unvested restricted stock, a third of which will vest on each of January 13, 2018, January 13, 2019 and January 13, 2020; 5,932 shares of unvested restricted stock, which vest ratably over three years; and 2,333 shares of unvested restricted stock, which vest ratably over three years.
- F3Each restricted stock unit represents a contingent right to receive one share of CBOE Holdings common stock.
- F4The restricted stock units vest on February 28, 2020.
- F5The restricted stock units vest in three equal annual installments, beginning on February 28, 2018.
- F6Represents an option to purchase shares of Bats common stock that was converted to an option to purchase shares of CBOE Holdings common stock pursuant to the Merger Agreement.