SEC Form 4 · accession 0001209191-18-012641

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 20, 2018

Accepted (ET)

Feb 22, 2018 · 6:28 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 Stock^F1	Feb 20, 2018	F	28,637	$72.86	D	1,454,661	D
Common Stock^F2	Feb 20, 2018	A	112,545	$0.00	A	1,567,206	D
Common Stock^F3	Feb 20, 2018	F	17,277	$72.86	D	1,549,929	D
Common Stock^F4	Feb 21, 2018	M	33,580	$16.03	A	1,583,509	D
Common Stock^F4	Feb 21, 2018	M	47,360	$21.20	A	1,630,869	D
Common Stock^F4,F5	Feb 21, 2018	S	54,542	$73.39	D	1,576,327	D
Common Stock^F4,F6	Feb 21, 2018	S	26,398	$73.86	D	1,549,929	D
Common Stock^F4,F7	Feb 21, 2018	S	17,856	$73.4815	D	1,532,073	D
Common Stock^F4,F8	Feb 21, 2018	S	3,183	$73.9275	D	1,528,890	D
Common Stock^F4,F9	Feb 22, 2018	S	9,745	$71.847	D	1,519,145	D
Common Stock^{F4,F10,F11,F12}	Feb 22, 2018	S	7,007	$72.4607	D	1,512,138	D
Common Stock^F13,F10	Feb 20, 2018	F	2,646	$72.86	D	109,616	I	By spouse
Common Stock^F14	Feb 20, 2018	A	10,469	$0.00	A	120,085	I	By spouse
Common Stock^F3	Feb 20, 2018	F	1,602	$72.86	D	118,483	I	By spouse
Common Stock^F4	Feb 21, 2018	M	7,620	$22.50	A	126,103	I	By spouse
Common Stock^F4	Feb 21, 2018	M	1,000	$22.43	A	127,103	I	By spouse
Common Stock^F4	Feb 21, 2018	M	1,135	$25.87	A	128,238	I	By spouse
Common Stock^F4,F15	Feb 21, 2018	S	6,132	$73.39	D	122,106	I	By spouse
Common Stock^F4,F16	Feb 21, 2018	S	2,488	$73.871	D	119,618	I	By spouse
Common Stock^F4,F17	Feb 21, 2018	S	2,887	$73.6708	D	116,731	I	By spouse
Common Stock^F4,F18	Feb 22, 2018	S	1,307	$71.8683	D	115,424	I	By spouse
Common Stock^{F4,F19,F20,F21}	Feb 22, 2018	S	700	$72.6143	D	114,724	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) Holding^F22	$16.03	Feb 21, 2018	M	33,580	D	—	Dec 16, 2018	Common Stock	33,580	0	D
Employee Stock Option (right to buy) Holding^F22	$21.20	Feb 21, 2018	M	47,360	D	—	Dec 10, 2019	Common Stock	47,360	86,000	D
Employee Stock Option (right to buy) Holding^F22	$22.50	Feb 21, 2018	M	7,620	D	—	Jan 11, 2021	Common Stock	7,620	0	I
Employee Stock Option (right to buy) Holding^F22	$22.43	Feb 21, 2018	M	1,000	D	—	Jan 17, 2022	Common Stock	1,000	8,375	I
Employee Stock Option (right to buy) Holding^F22	$25.87	Feb 21, 2018	M	1,135	D	—	Jan 11, 2023	Common Stock	1,135	15,450	I

Explanation of responses

F1Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over three years (1/3 on February 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 62,140 shares, 28,637 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.
F10The price range for the aggregate amount sold by the direct holder is $72.25 - $73.23. 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.
F11The common stock number referred in Table I is an aggregate number and represents 1,398,094 shares of common stock and 114,044 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 units vest each year. The satisfaction of the 2018 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 2019 and will be reported at the time of vesting. The satisfaction of the 2017 and 2018 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 February 2021, respectively, and will be reported at the time of vesting.
F12As previously reported, the reporting person also indirectly owns 3,791,705 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.
F13Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over three years (1/3 on February 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 6,660 shares, 2,646 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.
F14Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 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 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 10,469 shares, 3,489 shares were issued on February 20, 2018, of which 1,602 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 6,980 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.
F15The price range for the aggregate amount sold by the direct holder is $72.78 - $73.76. 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.
F16The price range for the aggregate amount sold by the direct holder is $73.78 - $74.14. 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.
F17The price range for the aggregate amount sold by the direct holder is $73.26 - $73.89. 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.
F18The price range for the aggregate amount sold by the direct holder is $71.26- $72.24. 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.
F19The price range for the aggregate amount sold by the direct holder is $72.26 - $73.14. 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.
F2Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 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 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 112,545 shares, 37,515 shares were issued on February 20, 2018, of which 17,277 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 75,030 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.
F20The common stock number referred in Table I is an aggregate number and represents 103,564 shares of common stock and 11,160 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 2018 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 2019 and will be reported at the time of vesting. The satisfaction of the 2017 and 2018 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 February 2021, respectively, and will be reported at the time of vesting.
F21As previously reported, the reporting person also indirectly owns 3,791,705 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.
F22These options are fully vested.
F3Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
F4The transactions 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.
F5The price range for the aggregate amount sold by the direct holder is $72.75 - $73.74. 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 $73.75 - $74.15. 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 $72.85 - $73.84. 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 $73.85 - $74.13. 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 $71.25 - $72.24. 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.