SEC Form 4 · accession 0001209191-18-033609
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
May 23, 2018
Accepted (ET)
May 25, 2018 · 5:42 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 | May 23, 2018 | M | 86,000 | $21.20 | A | 1,598,138 | D | |
| Common StockF1 | May 23, 2018 | M | 4,430 | $25.87 | A | 1,602,568 | D | |
| Common StockF1,F2,F3,F4 | May 23, 2018 | S | 122,989 | $70.9483 | D | 1,479,579 | D | |
| Common StockF1 | May 23, 2018 | M | 8,375 | $22.43 | A | 123,099 | I | By spouse |
| Common StockF1,F5,F6,F7 | May 23, 2018 | S | 12,269 | $70.9501 | D | 110,830 | 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 | $21.20 | May 23, 2018 | M | 86,000 | D | — | Dec 10, 2019 | Common Stock | 86,000 | 0 | D |
| Employee Stock Option (right to buy) HoldingF8 | $25.87 | May 23, 2018 | M | 4,430 | D | — | Jan 11, 2023 | Common Stock | 4,430 | 157,745 | D |
| Employee Stock Option (right to buy) HoldingF8 | $22.43 | May 23, 2018 | M | 8,375 | D | — | Jan 17, 2022 | Common Stock | 8,375 | 0 | I |
Explanation of responses
- F1The 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.
- F2The price range for the aggregate amount sold by the direct holder is $70.49 - $71.47. 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.
- F3The common stock number referred in Table I is an aggregate number and represents 1,365,535 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.
- F4As 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.
- F5The price range for the aggregate amount sold by the direct holder is $70.52 - $71.44. 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 common stock number referred in Table I is an aggregate number and represents 99,670 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.
- F7As 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.
- F8These options are fully vested.