SEC Form 4 · accession 0001209191-17-012147
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W Farley
Officer — President, NYSE Group
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 4:36 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 15, 2017 | A | 39,406 | $0.00 | A | 98,547 | D | |
| Common StockF2 | Feb 15, 2017 | F | 21,997 | $59.01 | D | 76,550 | D | |
| Common StockF3 | Feb 16, 2017 | A | 38,456 | $0.00 | A | 115,006 | D | |
| Common StockF2,F4 | Feb 16, 2017 | F | 7,156 | $58.65 | D | 107,850 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of the one-time NYSE merger-related performance based restricted stock units granted to the filing person on November 13, 2013. The vesting of the shares of the one-time NYSE merger-related performance based restricted stock units was conditioned upon the achievement of a minimum level of cumulative consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance over the three year performance period versus pre-established targets. The restricted stock units vested in full on February 15, 2017. Of the 39,406 shares, 21,997 shares were withheld to satisfy payment of the Issuer's tax withholding obligation.
- F2Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
- F3Represents shares of performance based restricted stock units granted to the filing person on January 14, 2016. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2016 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 16, 2017, 1/3 on February 16, 2018 and 1/3 on February 16, 2019). Of the 38,456 shares, 12,818 shares were issued on February 17, 2016, of which 7,156 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 25,638 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.
- F4The common stock number referred in Table I is an aggregate number and represents 29,817 shares of common stock and 78,033 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 units vest each year. The satisfaction of the 2017 performance based restricted units tied to earnings before interest, taxes, depreciation, and amortization, ("EBITDA") and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2018 and will be reported at the time of vesting. The satisfaction of the 2017 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2020 and will be reported at the time of vesting.