SEC Form 4 · accession 0001209191-19-012042
Intercontinental Exchange, Inc. · ICE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David S Goone
Officer — Chief Strategic Officer
Period of report
Feb 8, 2019
Accepted (ET)
Feb 21, 2019 · 4:37 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 19, 2019 | F | 6,246 | $74.86 | D | 172,001 | D |
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) HoldingF3 | $76.16 | Feb 8, 2019 | A | 35,598 | A | — | Feb 8, 2029 | Common Stock | 35,598 | 35,598 | D |
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 vested over three years (1/3 on February 16, 2017, 1/3 on February 16, 2018 and 1/3 on February 16, 2019). Of the 13,932 shares that vested, 6,246 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.
- F2The common stock number referred in Table I is an aggregate number and represents 134,369 shares of common stock and 37,632 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.
- F3These options vest in accordance with the following schedule: 33.33% of the options vest on February 8, 2020, 33.33% of the options vest on February 8, 2021 and 33.33% of the options vest on February 8, 2022.