Home > Insider Trading > Filing (0001209191-18-012641)

Filing Details

Accession Number:: 0001209191-18-012641
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-22 18:28:44
Reporting Period:: 2018-02-20

Accepted Time:: 2018-02-22 18:28:44
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571949	Intercontinental Exchange Inc.	ICE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1343882	C Jeffrey Sprecher	5660 New Northside Drive Atlanta GA 30328	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2018-02-20	28,637	$72.86	1,454,661	No	4	F	Direct
Common Stock	Acquisiton	2018-02-20	112,545	$0.00	1,567,206	No	4	A	Direct
Common Stock	Disposition	2018-02-20	17,277	$72.86	1,549,929	No	4	F	Direct
Common Stock	Acquisiton	2018-02-21	33,580	$16.03	1,583,509	No	4	M	Direct
Common Stock	Acquisiton	2018-02-21	47,360	$21.20	1,630,869	No	4	M	Direct
Common Stock	Disposition	2018-02-21	54,542	$73.39	1,576,327	No	4	S	Direct
Common Stock	Disposition	2018-02-21	26,398	$73.86	1,549,929	No	4	S	Direct
Common Stock	Disposition	2018-02-21	17,856	$73.48	1,532,073	No	4	S	Direct
Common Stock	Disposition	2018-02-21	3,183	$73.93	1,528,890	No	4	S	Direct
Common Stock	Disposition	2018-02-22	9,745	$71.85	1,519,145	No	4	S	Direct
Common Stock	Disposition	2018-02-22	7,007	$72.46	1,512,138	No	4	S	Direct
Common Stock	Disposition	2018-02-20	2,646	$72.86	109,616	No	4	F	Indirect	By spouse
Common Stock	Acquisiton	2018-02-20	10,469	$0.00	120,085	No	4	A	Indirect	By spouse
Common Stock	Disposition	2018-02-20	1,602	$72.86	118,483	No	4	F	Indirect	By spouse
Common Stock	Acquisiton	2018-02-21	7,620	$22.50	126,103	No	4	M	Indirect	By spouse
Common Stock	Acquisiton	2018-02-21	1,000	$22.43	127,103	No	4	M	Indirect	By spouse
Common Stock	Acquisiton	2018-02-21	1,135	$25.87	128,238	No	4	M	Indirect	By spouse
Common Stock	Disposition	2018-02-21	6,132	$73.39	122,106	No	4	S	Indirect	By spouse
Common Stock	Disposition	2018-02-21	2,488	$73.87	119,618	No	4	S	Indirect	By spouse
Common Stock	Disposition	2018-02-21	2,887	$73.67	116,731	No	4	S	Indirect	By spouse
Common Stock	Disposition	2018-02-22	1,307	$71.87	115,424	No	4	S	Indirect	By spouse
Common Stock	Disposition	2018-02-22	700	$72.61	114,724	No	4	S	Indirect	By spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	F	Indirect	By spouse
No	4	A	Indirect	By spouse
No	4	F	Indirect	By spouse
No	4	M	Indirect	By spouse
No	4	M	Indirect	By spouse
No	4	M	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2018-02-21	33,580	$0.00	33,580	$16.03
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2018-02-21	47,360	$0.00	47,360	$21.20
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2018-02-21	7,620	$0.00	7,620	$22.50
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2018-02-21	1,000	$0.00	1,000	$22.43
Common Stock	Employee Stock Option (right to buy) Holding	Disposition	2018-02-21	1,135	$0.00	1,135	$25.87

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2018-12-16	No	4	M	Direct
86,000	2019-12-10	No	4	M	Direct
0	2021-01-11	No	4	M	Indirect
8,375	2022-01-17	No	4	M	Indirect
15,450	2023-01-11	No	4	M	Indirect

Footnotes

Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 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 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 62,140 shares, 28,637 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.
Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 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 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 112,545 shares, 37,515 shares were issued on February 20, 2018, of which 17,277 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 75,030 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.
Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
The 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.
The price range for the aggregate amount sold by the direct holder is $72.75 - $73.74. 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.
The price range for the aggregate amount sold by the direct holder is $73.75 - $74.15. 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.
The price range for the aggregate amount sold by the direct holder is $72.85 - $73.84. 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.
The price range for the aggregate amount sold by the direct holder is $73.85 - $74.13. 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.
The price range for the aggregate amount sold by the direct holder is $71.25 - $72.24. 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.
The price range for the aggregate amount sold by the direct holder is $72.25 - $73.23. 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.
The common stock number referred in Table I is an aggregate number and represents 1,398,094 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.
As 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.
Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 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 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 6,660 shares, 2,646 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.
Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 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 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 10,469 shares, 3,489 shares were issued on February 20, 2018, of which 1,602 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 6,980 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.
The price range for the aggregate amount sold by the direct holder is $72.78 - $73.76. 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.
The price range for the aggregate amount sold by the direct holder is $73.78 - $74.14. 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.
The price range for the aggregate amount sold by the direct holder is $73.26 - $73.89. 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.
The price range for the aggregate amount sold by the direct holder is $71.26- $72.24. 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.
The price range for the aggregate amount sold by the direct holder is $72.26 - $73.14. 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.
The common stock number referred in Table I is an aggregate number and represents 103,564 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.
As 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.
These options are fully vested.