SEC FORM 4

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^*

Sprecher Jeffrey C

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY, SUITE 500

C/O INTERCONTINENTALEXCHANGE, INC.

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2005		C		209,122⁽¹⁾⁽²⁾⁽³⁾	A	⁽⁴⁾	209,122	I	See footnote⁽⁵⁾
Common Stock	11/21/2005		S		209,122⁽¹⁾⁽²⁾⁽³⁾	D	$24.31	0	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, Series 2	⁽⁴⁾	11/21/2005		C			209,122	⁽⁶⁾	⁽⁷⁾	Common Stock	209,122	⁽⁴⁾	2,485,863⁽¹⁾⁽²⁾⁽³⁾	I	See footnote⁽⁵⁾
Put Option (right to sell)	⁽⁸⁾	11/21/2005		D			1	⁽⁹⁾	⁽⁷⁾	Class A Common Stock, Series 2	2,485,863	⁽⁹⁾	0	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Effective November 21, 2005, immediately prior to the closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.01 per share (the "Common Stock"), the Issuer amended its certificate of incorporation to effect a plan of recapitalization (the "Plan"), which, among other things, (i) created the Common Stock as a new class of stock, (ii) effected 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) granted 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 A2 Shares convertible into the shares of Common Stock proposed to be sold in the IPO were automatically converted into Common Stock immediately prior to the closing of the IPO, (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 remaining 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 after giving effect to the 1-for-4 reverse stock split. The Plan has been structured to meet the requirements of Rule 16b-7.

3. On November 21, 2005, Continental Power Exchange, Inc. ("CPEX") converted 209,122 A2 Shares into 209,122 shares of Common Stock, which CPEX then sold in connection with the IPO at $26.00 per share (less underwriting discounts in an amount equal to $1.69 per share). Following the sale, Mr. Sprecher beneficially owns indirectly 2,485,863 A2 Shares, which are convertible into Common Stock as described in footnotes (1) and (2) above. The proceeds from the sale were used by CPEX to make payments in connection with the termination of outstanding options. Mr. Sprecher received no proceeds from the sale by CPEX.

4. 1-for-1.

5. These shares are beneficially owned directly by CPEX. Mr. Sprecher beneficially owns 92.5% of the equity interest in CPEX directly and holds an irrevocable proxy to vote the remaining 7.5%.

6. Immediately.

7. N/A.

8. Under the terms of the put option, CPEX could require the Issuer to purchase CPEX's equity interest in the Issuer's business at a purchase price of either the fair market value of CPEX's equity interest or $5 million, whichever is greater.

9. In October 2005, Mr. Sprecher, CPEX and the Issuer mutually agreed to cancel the put option effective upon the consummation of the IPO. As part of this agreement, the Issuer agreed to amend the terms of the registration rights previously granted to Mr. Sprecher and CPEX with respect to the A2 Shares held by CPEX, pursuant to which the Issuer will be obligated to pay the expenses of registration, including underwriting discounts up to a maximum of $4.5 million, if CPEX or Mr. Sprecher exercises their rights under the agreement.

	/s/ ANDREW J. SURDYKOWSKI, ATTORNEY-IN-FACT	11/22/2005
	** Signature of Reporting Person	Date
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