SEC Form 4 · accession 0001209191-16-103001
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Sprecher
Officer — Chief Executive Officer · Director
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 4:57 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 24, 2016 | M | 4,674 | $189.43 | A | 318,392 | D | |
| Common StockF1 | Feb 24, 2016 | M | 2,238 | $80.17 | A | 320,630 | D | |
| Common StockF1,F2 | Feb 24, 2016 | G | 1,000 | $0.00 | D | 319,630 | D | |
| Common StockF1,F3,F4 | Feb 24, 2016 | S | 6,912 | $242.0978 | D | 312,718 | D | |
| Common StockF1,F5 | Feb 24, 2016 | S | 15,000 | $242.1011 | D | 788,341 | I | CPEX |
| Common StockF1 | Feb 24, 2016 | M | 1,687 | $104.23 | A | 27,106 | I | By spouse |
| Common StockF1 | Feb 24, 2016 | M | 527 | $189.43 | A | 27,633 | I | By spouse |
| Common StockF1 | Feb 24, 2016 | M | 124 | $112.15 | A | 27,757 | I | By spouse |
| Common StockF1 | Feb 24, 2016 | M | 588 | $129.36 | A | 28,345 | I | By spouse |
| Common StockF1,F6,F7 | Feb 24, 2016 | S | 2,687 | $242.0799 | D | 25,658 | 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) HoldingF8 | $189.43 | Feb 24, 2016 | M | 4,674 | D | — | Dec 28, 2017 | Common Stock | 4,674 | 9,349 | D |
| Employee Stock Option (right to buy) HoldingF8 | $189.43 | Feb 24, 2016 | M | 527 | D | — | Dec 28, 2017 | Common Stock | 527 | 1,693 | I |
| Employee Stock Option (right to buy) HoldingF8 | $80.17 | Feb 24, 2016 | M | 2,238 | D | — | Dec 16, 2018 | Common Stock | 2,238 | 11,194 | D |
| Employee Stock Option (right to buy) HoldingF8 | $112.15 | Feb 24, 2016 | M | 124 | D | — | Jan 17, 2022 | Common Stock | 124 | 1,875 | I |
| Employee Stock Option (right to buy) HoldingF8 | $129.36 | Feb 24, 2016 | M | 588 | D | — | Jan 11, 2023 | Common Stock | 588 | 3,317 | I |
| Employee Stock Option (right to buy) HoldingF8 | $104.23 | Feb 24, 2016 | M | 1,687 | D | — | Dec 22, 2016 | Common Stock | 1,687 | 0 | 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.
- F2This transaction involved a gift of 1,000 shares of the issuer's Common stock by the reporting person to a philanthropic organization.
- F3The common stock number referred in Table I is an aggregate number and represents 271,674 shares of common stock and 41,044 unvested performance based restricted stock units, for which the performance period has been satisfied. These 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 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting.
- F4As previously reported, the reporting person also indirectly owns 788,341 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 indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- F5These 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 shares directly and indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
- F6The common stock number referred in Table I is an aggregate number and represents 21,261 shares of common stock and 4,397 unvested performance based restricted stock units, for which the performance period has been satisfied. These 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 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting.
- F7As previously reported, the reporting person also indirectly owns 788,341 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.
- F8These options are fully vested.