SEC Form 4 · accession 0001209191-19-009802
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Hill
Officer — Chief Financial Officer
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 5:40 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,F2 | Feb 11, 2019 | A | 33,693 | $0.00 | A | 195,015 | D | |
| Common StockF3,F4 | Feb 11, 2019 | F | 5,091 | $75.25 | D | 189,924 | 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 February 8, 2018. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2018 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 11, 2019, 1/3 on February 11, 2020 and 1/3 on February 11, 2021). Of the 33,693 shares, 11,231 shares were issued on February 11, 2019, of which 5,091 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 22,462 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.
- F2Amount of securities beneficially owned includes 199 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2018.
- 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 common stock number referred in Table I is an aggregate number and represents 127,360 shares of common stock and 62,564 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 2019 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 2020 and will be reported at the time of vesting. The satisfaction of the 2017, 2018 and 2019 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, February 2021, and February 2022, respectively, and will be reported at the time of vesting.