President of Bats from June2007 until November2014 and as Chief
Executive Officer of Bats from June2007 until March2015.
Mr.Ratterman is a member of the Securities and Exchange
Commissions Equity Market Structure Advisory Committee.
Mr.Ratterman holds a bachelors degree in mathematics and
computer science from Central Missouri State University, as
well as Series7, 24, 27, 55 and 66 licenses.

Michael Richter, 69,has served on the
Bats board of directors since 2009. Mr.Richter is compliance
advisor to Omega Point, a provider of quantitative analytic
software to asset managers. In 2000, he co-founded Lime
Brokerage LLC, a broker dealer and financial technology firm
focused on providing customized solutions that offer
exceptional reliability and scalability with leading
low-latency access across multiple U.S. markets, and he served
as its chief financial officer from 2000 to 2013. Mr.Richter is
qualified as a Certified Public Accountant and holds a bachelor
of science degree in engineering from Rensselaer Polytechnic
Institute and a masters degree from MIT Sloan School of
Management.

None of Messrs.Mitchell, Ratterman or Richter has any direct or
indirect material interest in any transaction or proposed
transaction required to be reported under Item 404(a)of
Regulation S-K or Item 5.02(d)of Form8-K other than as reported
under the heading Interests of Bats Directors and Executive
Officers in the Merger in the definitive joint proxy
statement/prospectus dated December9, 2016, filed by CBOE
Holdings with the Securities and Exchange Commission on
December12, 2016, as amended and supplemented from time to time
(the Prospectus),
which disclosure is incorporated herein by reference.

The Board has not yet determined the committees of the Board on
which Messrs.Mitchell, Ratterman and Richter will serve.

As previously disclosed, in connection with the consummation of
the Merger, William J. Brodsky, R. Eden Martin and Susan M.
Phillips (collectively, the Resigning
Directors) resigned from the Board, effective as
of the Effective Time. As previously disclosed, any unvested
restricted stock awards held by any Resigning Director will
vest at the Effective Time. In addition, if the Merger closes
prior to CBOE Holdings 2017 annual meeting of stockholders,
each Resigning Director will be entitled to receive at the
Effective Time any retainer payments that would have been
payable to such Resigning Director if such Resigning Director
had not ceased to serve on the Board prior to CBOE Holdings
2017 annual meeting of stockholders.

Appointment of President and Chief Operating Officer

On February16, 2017, Chris Concannon, President and Chief
Executive Officer of Bats, was appointed to serve as President
and Chief Operating Officer of CBOE Holdings, Chicago Board
Options Exchange,Incorporated and C2 Options
Exchange,Incorporated, effective as of the Effective Time.

Chris Concannon, 49, has served as a director of Bats and as
Bats President and Chief Executive Officer, as well as
President and Chief Executive Officer of Bats BZX
Exchange,Inc., Bats BYX Exchange,Inc., Bats EDGX Exchange,Inc.
and Bats EDGA Exchange,Inc., Chairman of the board of directors
of BZX, BYX, EDGX and EDGA, President of Bats Hotspot and a
director of Bats Trading. Mr.Concannon joined Bats as President
in December2014 and

was appointed Chief Executive Officer of Bats in March 2015.
Mr. Concannon has more than 20 years of experience as an
exchange executive, trading participant and regulator. Prior to
joining Bats, Mr. Concannon was most recently a president and
chief operating officer at Virtu Financial, a global electronic
market maker, from 2009 to 2014. Mr. Concannon holds a
bachelors degree from Catholic University, an MBA from St.
Johns University and a J.D. from Catholic Universitys Columbus
School of Law. He also holds Series 7 and 24 licenses.

Mr. Concannon does not have any direct or indirect material
interest in any transaction or proposed transaction required to
be reported under Item 404(a) of Regulation S-K or Item 5.02(c)
of Form 8-K other than as reported under the heading Interests
of Bats Directors and Executive Officers in the Merger in the
Prospectus, which disclosure is incorporated herein by
reference, and as reported under the heading Expected
Management Changes in Connection with the Merger in CBOE
Holdings Current Report on Form 8-K filed with the SEC on
September 28, 2016, which disclosure is incorporated herein by
reference.

Item 8.01. Other Events

On February 16, 2017, CBOE Holdings and Bats issued a joint
press release to announce that (a) all U.S. and European
regulatory clearances and approvals relating to the
transactions contemplated by the Merger Agreement have been
received and (b) CBOE Holdings and Bats expect to complete the
Merger on February 28, 2017. In addition, CBOE Holdings and
Bats announced in the joint press release that the deadline for
Computershare Trust Company, N.A., the exchange agent for the
Merger, to receive properly completed forms of election from
Bats stockholders with respect to the form of merger
consideration that such stockholders desire to receive in the
Merger has been set for 5:00 p.m., New York City Time, on
February 24, 2017. The Merger remains subject to the
satisfaction of customary closing conditions. A copy of the
joint press release is attached as Exhibit 99.1 and
incorporated herein by reference.

Cautionary Statements Regarding Forward-Looking
Information

This Current Report on Form 8-K contains certain statements
regarding intentions, beliefs and expectations or predictions
for the future of CBOE Holdings and Bats, which are
forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Words such as
believes, expects, anticipates, estimates, intends, plans,
seeks, projects or words of similar meaning, or future or
conditional verbs, such as will, should, would, could, may or
variations of such words and similar expressions are intended
to identify such forward-looking statements, which are not
statements of historical fact or guarantees or assurances of
future performance. However, the absence of these words or
similar expressions does not mean that a statement is not
forward-looking.

Actual results could differ materially from those projected
or forecast in the forward-looking statements. The factors that
could cause actual results to differ materially include,
without limitation, the following risks, uncertainties or
assumptions: the satisfaction of the conditions precedent to
the consummation of the proposed transaction; unanticipated
difficulties or expenditures relating to the proposed
transaction; CBOEs ability to maintain an investment grade
credit rating and obtain financing on the anticipated terms and
schedule; risks relating to the value of CBOEs shares to be
issued in the transaction; disruptions of CBOEs and Bats

current plans, operations and relationships with market
participants caused by the announcement and pendency of the
proposed transaction; potential difficulties in CBOEs and Bats
ability to retain employees as a result of the announcement and
pendency of the proposed transaction; legal proceedings that
may be instituted against CBOE and Bats following announcement
of the proposed transaction; and other factors described in
CBOEs annual report on Form10-K for the fiscal year ended
December31, 2015, which was filed with the Securities and
Exchange Commission (the SEC) on February19,
2016, CBOEs quarterly report for the quarterly period ended
September30, 2016, which was filed with the SEC on November8,
2016, CBOEs quarterly report for the quarterly period ended
June30, 2016, which was filed with the SEC on August2, 2016,
Bats final prospectus, which was filed with the SEC to
Rule424(b)on April15, 2016, Bats quarterly report for the
quarterly period ended June30, 2016, which was filed with the
SEC on August5, 2016, Bats quarterly report for the quarterly
period ended September30, 2016, which was filed with the SEC on
November8, 2016, and other filings made by CBOE and Bats from
time to time with the SEC.

Neither CBOE nor Bats undertakes, and each of them
expressly disclaims, any duty to update any forward-looking
statement whether as a result of new information, future events
or otherwise, except as required by law. Readers are cautioned
not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.

Additional Information Regarding the Transaction
and Where to Find It

This Current Report on Form8-K does not constitute an offer
to sell or the solicitation of an offer to buy any securities.
This Current Report on Form8-K is being made in respect of the
proposed merger transaction involving CBOE, Bats, CBOE
Corporation and CBOE V, LLC. In connection therewith, CBOE
filed with the SEC on December12, 2016 a definitive joint proxy
statement/prospectus dated December9, 2016, and each of the
companies may be filing with the SEC other documents regarding
the proposed transaction. CBOE and Bats commenced mailing of
the definitive joint proxy statement/prospectus to CBOE
stockholders and Bats stockholders on December12, 2016. BEFORE
MAKING ANY INVESTMENT DECISION,INVESTORS AND SECURITY HOLDERS
OF CBOE AND/OR BATS ARE URGED TO READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of the definitive joint proxy statement/prospectus,
any amendments or supplements thereto and other documents
containing important information about each of CBOE and Bats,
as such documents are filed with the SEC, through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed with the SEC by CBOE will be available free of charge on
CBOEs website at
http://ir.cboe.com/financial-information/sec-filings.aspx under
the heading SEC Filings or by contacting CBOEs Investor
Relations Department at (312) 786-7136. Copies of the documents
filed with the SEC by Bats will be available free of charge on
Bats website at
http://www.bats.com/investor_relations/financials/ under the
heading SEC Filings or by contacting Bats Investor Relations
Department at (913) 815-7132.

Item 9.01. Financial Statements and Exhibits.