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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ ICE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 | 05/31/2006 | S | 8,662(1) | D | $55.5 | 6,267,301(3) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 746(1) | D | $55.51 | 6,266,555(4) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 263(1) | D | $55.52 | 6,266,292(5) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 351(1) | D | $55.53 | 6,265,941(6) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 307(1) | D | $55.54 | 6,265,634(7) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 2,610(1) | D | $55.55 | 6,263,024(8) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 438(1) | D | $55.56 | 6,262,586(9) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 197(1) | D | $55.57 | 6,262,389(10) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 505(1) | D | $55.58 | 6,261,884(11) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 373(1) | D | $55.59 | 6,261,511(12) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 1,996(1) | D | $55.6 | 6,259,515(13) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 483(1) | D | $55.75 | 6,259,032(14) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 65(1) | D | $55.76 | 6,258,967(15) | I | See Note(2) | ||
Common Stock, par value $0.01 | 05/31/2006 | S | 154(1) | D | $55.79 | 6,258,813(16) | I | See Note(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Includes shares of Common Stock sold by Morgan Stanley Capital Group Inc. ("MSCG") and Morgan Stanley & Co. International Limited ("MSIL"). |
2. Each of MSCG and MSIL is a wholly-owned subsidiary of Morgan Stanley. MSCG and MSIL each directly own shares of Common Stock of the Issuer. See Exhibit 99.1 - Joint Filer Information. |
3. Includes 6,234,070 shares of Common Stock held directly by MSCG and 33,231 shares held directly by MSIL on May 31, 2006. |
4. Includes 6,233,328 shares of Common Stock held directly by MSCG and 33,227 shares held directly by MSIL on May 31, 2006. |
5. Includes 6,233,066 shares of Common Stock held directly by MSCG and 33,226 shares held directly by MSIL on May 31, 2006. |
6. Includes 6,232,717 shares of Common Stock held directly by MSCG and 33,224 shares held directly by MSIL on May 31, 2006. |
7. Includes 6,232,412 shares of Common Stock held directly by MSCG and 33,222 shares held directly by MSIL on May 31, 2006. |
8. Includes 6,229,816 shares of Common Stock held directly by MSCG and 33,208 shares held directly by MSIL on May 31, 2006. |
9. Includes 6,229,380 shares of Common Stock held directly by MSCG and 33,206 shares held directly by MSIL on May 31, 2006. |
10. Includes 6,229,184 shares of Common Stock held directly by MSCG and 33,205 shares held directly by MSIL on May 31, 2006. |
11. Includes 6,228,682 shares of Common Stock held directly by MSCG and 33,202 shares held directly by MSIL on May 31, 2006. |
12. Includes 6,228,311 shares of Common Stock held directly by MSCG and 33,200 shares held directly by MSIL on May 31, 2006. |
13. Includes 6,226,326 shares of Common Stock held directly by MSCG and 33,189 shares held directly by MSIL on May 31, 2006. |
14. Includes 6,225,846 shares of Common Stock held directly by MSCG and 33,186 shares held directly by MSIL on May 31, 2006. |
15. Includes 6,225,781 shares of Common Stock held directly by MSCG and 33,186 shares held directly by MSIL on May 31, 2006. |
16. Includes 6,225,628 shares of Common Stock held directly by MSCG and 33,185 shares held directly by MSIL on May 31, 2006. |
Remarks: |
This is the second of two Forms 4 being filed by the Reporting Person. |
Dennine Bullard, authorized signatory of Morgan Stanley | 06/02/2006 | |
Robert P. Kinney of Morgan Stanley Capital Group Inc. | 06/02/2006 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |