SEC Form 4 · accession 0001209191-18-012002
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Benjamin Jackson
Officer — President
Period of report
Feb 16, 2018
Accepted (ET)
Feb 21, 2018 · 5:09 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 16, 2018 | F | 2,528 | $71.73 | D | 64,154 | D | |
| Common StockF2,F3 | Feb 20, 2018 | S | 2,500 | $72.75 | D | 61,654 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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 11,146 shares, 5,573 shares were issued on February 16, 2018, of which 2,528 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 5,573 shares are scheduled to be issued on February 16, 2019 and taxes for this issuances will be withheld and reported at the time of vesting.
- F2The sales reported in this Form 4 were effected pursuant to a pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.
- F3The common stock number referred in Table I is an aggregate number and represents 36,005 shares of common stock, 11,201 unvested restricted stock units, and 14,448 unvested performance based restricted stock units, for which the performance period has been satisfied. The restricted stock units and the 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.