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^*

Sprecher Jeffrey C

(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
X	Officer (give title below)	Other (specify below)
	CHIEF EXECUTIVE OFFICER

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	9,627,740⁽¹⁾⁽²⁾	I	See footnote⁽³⁾

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⁾	06/28/2010	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	426,150⁽¹⁾⁽²⁾⁽⁵⁾	$1.05	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/11/2013	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	900,000⁽¹⁾⁽²⁾⁽⁵⁾	$2	D
Employee Stock Option (right to buy)	⁽⁷⁾	12/16/2012	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	50,000⁽¹⁾⁽²⁾⁽⁵⁾	$3	I	Spouse⁽⁸⁾
Employee Stock Option (right to buy)	⁽⁹⁾	12/11/2013	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	43,250⁽¹⁾⁽²⁾⁽⁵⁾	$2	I	Spouse⁽⁸⁾
Employee Stock Option (right to buy)	⁽¹⁰⁾	10/11/2014	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	70,000⁽¹⁾⁽²⁾⁽⁵⁾	$2	I	Spouse⁽⁸⁾
Employee Stock Option (right to buy)	⁽¹¹⁾	04/11/2015	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	120,000⁽¹⁾⁽²⁾⁽⁵⁾	$2	I	Spouse⁽⁸⁾
Restricted Stock Unit Awards	⁽¹²⁾	10/11/2014	Class A Common Stock, Series 2⁽¹⁾⁽²⁾⁽⁵⁾	883,350⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹³⁾	D
Put Option (right to sell)	⁽¹⁴⁾	⁽¹⁵⁾	Class A Common Stock, Series 2⁽¹⁾⁽²⁾	9,627,740⁽¹⁾⁽²⁾	⁽¹⁴⁾	I	See footnote⁽³⁾

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. As part of the Plan, (i) the A2 Shares convertible into the shares of Common Stock proposed to be sold in the IPO will be automatically converted into Common Stock immediately prior to the closing of the IPO, (cont'd)

2. (ii) 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 (iii) 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. The Issuer's board of directors has authorized Continental Power Exchange, Inc. to convert 836,488 A2 Shares into shares of Common Stock on a one-for-one basis (after giving effect to the reverse stock split described above) on the closing date of the IPO.

3. These shares are held by Continental Power Exchange, Inc. Mr. Sprecher beneficially owns directly 92.5% of the equity interest in Continental Power Exchange, Inc. and holds an irrevocable proxy to vote the remaining 7.5%.

4. These options are fully vested.

5. The Issuer's board of directors has authorized, 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 options vest in accordance with the following schedule: 25% of the options became vested on December 11, 2004, and 75% vest in equal monthly installments between January 11, 2005 and December 11, 2007.

7. Represents options issued to Mr. Sprecher's spouse, which vest in accordance with the following schedule: 25% of the options vested on December 16, 2003, and 75% vest in equal monthly installments between January 16, 2004 and December 16, 2006.

8. Mr. Sprecher disclaims beneficial ownership as to such derivative securities and the underlying securities.

9. Represents options issued to Mr. Sprecher's spouse, which vest in accordance with the following schedule: 25% of the options vested on December 11, 2004, and 75% vest in equal monthly installments between January 11, 2005 and December 11, 2007.

10. Represents options issued to Mr. Sprecher's spouse, which vest in accordance with the following schedule: 25% of the options vested on October 11, 2005, and 75% vest in equal monthly installments between November 11, 2005 and October 11, 2008.

11. Represents options issued to Mr. Sprecher's spouse, which vest in accordance with the following schedule: 25% of the options vest on April 11, 2006, and 75% vest in equal monthly installments between May 11, 2006 and April 11, 2009.

12. These awards vest in accordance with the following schedule: 220,837 awards vested on September 20, 2005, with the balance vesting in equal monthly installments between October 20, 2005 and September 20, 2008.

13. 1-for-1.

14. In May 2000, Mr. Sprecher and Continental Power Exchange, Inc., the predecessor to the Issuer ("CPEX"), entered into an agreement with the Issuer pursuant to which CPEX was granted a put option, which under certain circumstances requires the Issuer to purchase the Class A2 Shares held by CPEX at a price equal to the greater of (i) $5 million or (ii) the fair market value of the Class A2 Shares. In October 2005, Mr. Sprecher, CPEX and the Issuer entered into an agreement to terminate the put option effective upon the closing date of the IPO.

15. N/A.

	/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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