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) 02/05/2021 | ||||||||||||||||||||||||||
| 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 | 02/05/2021 | A | 1,313(1) | A | $0.00 | 17,868(2) | D | |||
| Common Stock | 02/08/2021 | F | 150(3) | D | $113.46 | 17,718 | D | |||
| Common Stock | 02/08/2021 | F | 165(4) | D | $113.46 | 17,553 | D | |||
| Common Stock | 02/08/2021 | F | 136(5) | D | $113.46 | 17,417(6) | 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of restricted stock issued to the filing person on February 5, 2021. This award of restricted stock vests over three years (1/3 on each anniversary of the award date). |
| 2. Amount of securities beneficially owned includes 132 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2020. |
| 3. Represents shares of restricted stock issued to the filing person on February 8, 2018. The restricted stock units vest over three years (1/3 on February 8, 2019, 1/3 on February 8, 2020 and February 8, 2021). Of the 1,492 shares, the remaining 498 shares were issued on February 8, 2021, of which 150 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. |
| 4. Represents shares of restricted stock issued to the filing person on February 8, 2019. The restricted stock units vest over three years (1/3 on February 8, 2020, 1/3 on February 8, 2021 and 1/3 on February 8, 2022). Of the 1,641 shares, 547 shares were issued on February 8, 2021, of which 165 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 547 shares are scheduled to be issued on February 8, 2022 and taxes for this issuance will be withheld and reported at the time of vesting. |
| 5. Represents shares of restricted stock issued to the filing person on February 7, 2020. The restricted stock units vest over three years (1/3 on February 7, 2021, 1/3 on February 7, 2022 and 1/3 on February 7, 2023). Of the 1,349 shares, 449 shares were issued on February 8, 2021, of which 136 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 900 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. |
| 6. The common stock number referred in Table I is an aggregate number and represents 9,897 shares of common stock and 2,760 unvested restricted stock units ("RSUs"), and 4,760 unvested performance based restricted stock units ("PSU's"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2021 PSUs 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 2022 and will be reported at the time of vesting. |
| Remarks: |
| /s/ Octavia N. Spencer, Attorney-in-fact | 02/09/2021 | |
| ** 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. | ||