SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Intercontinental Exchange, Inc. [ ICE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/07/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/07/2016 | M | 2,245(1) | A | $22.43 | 155,140 | D | |||
Common Stock | 12/07/2016 | M | 25,000(1) | A | $25.87 | 180,140 | D | |||
Common Stock | 12/07/2016 | S | 27,245(1) | D | $59 | 152,895(2)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) Holding | $22.43(4) | 12/07/2016 | M | 2,245(4) | (5) | 01/17/2022 | Common Stock | 2,245(4) | $0.00 | 4,450(4) | D | ||||
Employee Stock Option (right to buy) Holding | $25.87(4) | 12/07/2016 | M | 25,000(4) | (5) | 01/11/2023 | Common Stock | 25,000(4) | $0.00 | 31,950(4) | D |
Explanation of Responses: |
1. The transactions 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. |
2. The common stock number referred in Table I is an aggregate number and represents 86,085 shares of common stock, 12,315 unvested restricted stock units and 54,495 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 restricted stock units and performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to this award, will not be determined until February 2017, and will be reported at that time. |
3. On November 3, 2016, the common stock of Intercontinental Exchange, Inc. split 5-for-1 (the "Stock Split"), resulting in the reporting person's ownership of four additional shares of common stock for each share of common stock owned as of that date, four additional units of restricted stock ("RSU") for each RSU owned as of that date and four additional units of unvested performance based restricted stock ("PSU") for each PSU owned as of that date, as reflected in the totals listed on this Form 4. |
4. As a result of the Stock Split, the option exercise price and the number of options previously reported, were adjusted accordingly. |
5. These options are fully vested. |
Remarks: |
/s/Andrew J. Surdykowski, Attorney-in-fact | 12/09/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |