SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SPRIESER JUDITH A

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY, SUITE 500

C/O INTERCONTINENTALEXCHANGE, INC.

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2005

3. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ ICE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, Series 2	11,137⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽⁴⁾	01/05/2015	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	100,000⁽¹⁾⁽²⁾⁽⁵⁾	$2	D
Restricted Stock Unit Awards	⁽⁶⁾	10/11/2014	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	100,000⁽¹⁾⁽²⁾⁽⁵⁾	⁽⁷⁾	D

Explanation of Responses:

1. Effective November 21, 2005, immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.01 per share (the "Common Stock"), the Issuer will amend its certificate of incorporation to effect a plan of recapitalization (the "Plan"), which, among other things, will (i) create the Common Stock as a new class of stock, (ii) effect a 1-for-4 reverse stock split of the Issuer's outstanding shares of Class A common stock, Series 1 ("A1 Shares") and Class A common stock, Series 2 ("A2 Shares" and, together with the A1 Shares, the "Class A Shares"), and (iii) grant the holders of the Class A Shares a right to convert their Class A Shares on a one-for-one basis into shares of Common Stock at the holder's option. (continued in footnote 2)

2. As part of the Plan, (i) the A1 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 90 days after the closing date of the IPO and (ii) the A2 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 180 days after the closing date of the IPO. The shares reported herein are stated without giving effect to the 1-for-4 reverse stock split. The Plan has been structured to meet the requirements of Rule 16b-7.

3. Represents shares of restricted stock.

4. These options vest in accordance with the following schedule: 25% of the options vest on January 5, 2006, and 75% vest in equal monthly installments between February 5, 2006 and January 5, 2009.

5. The Issuer's board of directors has authorized, effective as of the closing date of the IPO, the substitution of Common Stock for the A2 Shares underlying the options or restricted stock unit awards, as applicable, and all necessary adjustments to give effect to the Plan.

6. These awards vest in accordance with the following schedule: 25% of the awards vested on September 20, 2005, and 75% vest in equal monthly installments between October 20, 2005 and September 20, 2008.

7. 1-for-1.

	/s/ ANDREW J. SURDYKOWSKI, ATTORNEY-IN-FACT	11/15/2005
	** 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 5 (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).
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