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

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IntercontinentalExchange Group, 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)
11/21/2013
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)
Code V Amount (A) or (D) Price
Common Stock 11/21/2013 M 610 (1) A $112.48 263,278 (2) D
Common Stock 11/21/2013 S 6,132 (1) D $213.7178 (3) 1,007,209 (4) I CPEX
Common Stock 11/21/2013 S 20,827 (1) D $214.7405 (5) 986,382 (4) I CPEX
Common Stock 11/21/2013 S 13,041 (1) D $215.3205 (6) 973,341 (4) I CPEX
Common Stock 11/21/2013 M 472 (1) A $112.48 24,502 (7) I By spouse
Common Stock 11/21/2013 S 3,029 (1) D $213.7537 (8) 21,473 (7) I By spouse
Common Stock 11/21/2013 S 1,000 (1) D $214.442 (9) 20,473 (7) (10) I By spouse
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) Holding $35.08 11/21/2013 M 3,529 (11) 12/28/2015 Common Stock 3,529 $0.00 0 I By spouse
Empoyee Stock Option (right to buy) Holding $112.48 11/21/2013 M 610 (11) 01/11/2021 Common Stock 610 $0.00 21,843 D
Empoyee Stock Option (right to buy) Holding $112.48 11/21/2013 M 472 (11) 01/11/2021 Common Stock 472 $0.00 2,188 I By spouse
Explanation of Responses:
1. The sales 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.
2. The common stock number referred in Table I is an aggregate number and represents 234,255 shares of common stock of ICE Group and 29,023 unvested performance based restricted stock units of ICE Group, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year on the anniversary of the respective grant dates.
3. The price range for the aggregate amount sold by the direct holder is $213.16 - $214.13. 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.
4. These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. Additionally, as previously reported, the reporting person also owns share directly and indirectly own shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
5. The price range for the aggregate amount sold by the direct holder is $214.17 - $215.16. 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.
6. The price range for the aggregate amount sold by the direct holder is $215.17 - $215.98. 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.
7. As previously reported, the reporting person also indirectly owns 973,341 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.
8. The price range for the aggregate amount sold by the direct holder is $213.30 - $214.29. 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.
9. The price range for the aggregate amount sold by the direct holder is $214.30 - $214.88. 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.
10. The common stock number referred to in Table 1 is an aggregate number and represents 16,324 shares of common stock of ICE Group and 3,471 unvested performance based restricted stock units off ICE Group for which the performance period has been satisfied, and 678 restricted stock units of ICE Group. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year on the anniversary of the respective grant dates.
11. These options are fully vested.
Remarks:
/s/ Andrew J. Surdykowski, Attorney-in-fact 11/22/2013
** 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).
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