SEC Form 4 · accession 0001209191-15-019668
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Jeffrey C Sprecher
Officer — Chief Executive Officer · Director
Period of report
Feb 25, 2015
Accepted (ET)
Feb 27, 2015 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001571949
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 25, 2015 | M | 7,000 | $80.17 | A | 270,980 | D | |
| Common StockF1 | Feb 25, 2015 | S | 7,000 | $237.534 | D | 263,980 | D | |
| Common StockF1,F2,F3 | Feb 25, 2015 | M | 527 | $189.43 | A | 264,507 | D | |
| Common StockF1,F4 | Feb 25, 2015 | S | 1,200 | $234.035 | D | 892,141 | I | CPEX |
| Common StockF1,F5 | Feb 25, 2015 | S | 3,785 | $235.4002 | D | 888,356 | I | CPEX |
| Common StockF1,F6 | Feb 25, 2015 | S | 6,046 | $236.4478 | D | 882,310 | I | CPEX |
| Common StockF1,F7 | Feb 25, 2015 | S | 4,820 | $237.4921 | D | 877,490 | I | CPEX |
| Common StockF1,F8 | Feb 25, 2015 | S | 6,700 | $238.4119 | D | 870,790 | I | CPEX |
| Common StockF1,F9 | Feb 25, 2015 | S | 7,249 | $239.3475 | D | 863,541 | I | CPEX |
| Common StockF1,F10 | Feb 25, 2015 | S | 200 | $239.98 | D | 863,341 | I | CPEX |
| Common StockF1 | Feb 25, 2015 | M | 700 | $104.23 | A | 22,955 | I | By spouse |
| Common StockF1 | Feb 25, 2015 | S | 1,000 | $237.031 | D | 21,955 | I | By spouse |
| Common StockF1 | Feb 25, 2015 | S | 700 | $235.05 | D | 21,255 | I | By spouse |
| Common StockF1,F11,F12 | Feb 25, 2015 | M | 692 | $112.48 | A | 21,947 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy) HoldingF13 | $189.43 | Feb 25, 2015 | M | 527 | D | — | Dec 28, 2017 | Common Stock | 527 | 14,023 | D |
| Employee Stock Option (right to buy) HoldingF13 | $80.17 | Feb 25, 2015 | M | 7,000 | D | — | Dec 16, 2018 | Common Stock | 7,000 | 20,432 | D |
| Employee Stock Option (right to buy) HoldingF13 | $104.23 | Feb 25, 2015 | M | 700 | D | — | Dec 22, 2016 | Common Stock | 700 | 2,350 | I |
| Employee Stock Option (right to buy) HoldingF13 | $112.48 | Feb 25, 2015 | M | 692 | D | — | Jan 11, 2021 | Common Stock | 692 | 832 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a previously announced, pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.
- F10These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. Additionally, as previously reported, the reporting person also owns share directly and indirectly own shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- F11As previously reported, the reporting person also indirectly owns 863,341 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person also beneficially owns shares directly.
- F12The common stock number referred in Table I is an aggregate number and represents 21,051 shares of common stock and 896 unvested performance based restricted stock units, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time.
- F13These options are fully vested.
- F2The common stock number referred in Table I is an aggregate number and represents 257,038 shares of common stock and 7,469 unvested performance based restricted stock units, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time.
- F3As previously reported, the reporting person also indirectly owns 863,341 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person also beneficially owns shares directly.
- F4The price range for the aggregate amount sold by the direct holder is $233.7700 - $234.6400. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- F5The price range for the aggregate amount sold by the direct holder is $234.9400 - $235.9100. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- F6The price range for the aggregate amount sold by the direct holder is $235.9400 - $236.9000. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- F7The price range for the aggregate amount sold by the direct holder is $236.9400 - $237.9300. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- F8The price range for the aggregate amount sold by the direct holder is $237.9400 - $238.8600. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.
- F9The price range for the aggregate amount sold by the direct holder is $238.9500 - $239.8500. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.