SEC Form 4 · accession 0001209191-16-143316
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
Sep 28, 2016
Accepted (ET)
Sep 30, 2016 · 4:21 pm EDT
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 | Sep 28, 2016 | M | 4,675 | $189.43 | A | 313,445 | D | |
| Common StockF1 | Sep 28, 2016 | M | 2,239 | $80.17 | A | 315,684 | D | |
| Common StockF1,F2,F3 | Sep 28, 2016 | S | 6,914 | $270.4958 | D | 308,770 | D | |
| Common StockF1,F4 | Sep 28, 2016 | S | 15,000 | $270.4961 | D | 758,341 | I | CPEX |
| Common StockF1 | Sep 28, 2016 | M | 1,363 | $80.17 | A | 25,599 | I | By spouse |
| Common StockF1 | Sep 28, 2016 | M | 998 | $106.00 | A | 26,597 | I | By spouse |
| Common StockF1,F5,F6 | Sep 28, 2016 | S | 3,361 | $270.4836 | D | 23,236 | 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) HoldingF7 | $189.43 | Sep 28, 2016 | M | 4,675 | D | — | Dec 28, 2017 | Common Stock | 4,675 | 0 | D |
| Employee Stock Option (right to buy) HoldingF7 | $80.17 | Sep 28, 2016 | M | 2,239 | D | — | Dec 16, 2018 | Common Stock | 2,239 | 6,716 | D |
| Employee Stock Option (right to buy) HoldingF7 | $80.17 | Sep 28, 2016 | M | 1,363 | D | — | Dec 16, 2018 | Common Stock | 1,363 | 0 | I |
| Employee Stock Option (right to buy) HoldingF7 | $106.00 | Sep 28, 2016 | M | 998 | D | — | Dec 10, 2019 | Common Stock | 998 | 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.
- F2The common stock number referred in Table I is an aggregate number and represents 275,821 shares of common stock and 32,949 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.
- F3As previously reported, the reporting person also indirectly owns 758,341 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.
- F4These 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.
- F5The common stock number referred in Table I is an aggregate number and represents 19,707 shares of common stock and 3,529 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.
- F6As previously reported, the reporting person also indirectly owns 758,341 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.
- F7These options are fully vested.