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)
5660 NEW NORTHSIDE DRIVE

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, 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)
12/20/2019
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 12/20/2019 F 1,592(1) D $93.03 108,481 I By spouse
Common Stock 12/20/2019 A 6,629(2) A $0.00 115,110 I By spouse
Common Stock 12/20/2019 F 1,174(3) D $93.03 113,936 I By spouse
Common Stock 12/20/2019 F 3,024(4) D $93.03 110,912 I By spouse
Common Stock 12/20/2019 D 2,578(5) D $93.03 108,334(6) 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
Explanation of Responses:
1. Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. Of the 3,490 shares that vested, 1,592 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award were scheduled to vest on February 20, 2020 but were accelerated in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc.
2. Represents shares issued to the Reporting Person's spouse in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on January 18, 2017. The vesting of the TSR PSUs was accelerated by two months in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 13, 2019 and was based on the total shareholder return from January 1, 2017 through December 13, 2019 relative to the S&P 500.
3. Represents shares of restricted stock issued to the filing person on September 19, 2018. The restricted stock units were to vest over three years (1/3 on September 19, 2019, 1/3 on September 19, 2020 and 1/3 on September 19, 2021). The vesting of the shares due to vest in 2020 was accelerated in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. Of the 7,733 shares, 2,578 shares were issued on December 20, 2019, of which 1,174 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,578 shares that would vest in 2021 are being forfeited.
4. Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
5. Represents shares of restricted stock that had previously been issued to the Reporting Person's spouse. The shares were forfeited in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc.
6. As previously reported, the reporting person also indirectly owns 3,631,705 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.
Remarks:
/s/ Andrew J. Surdykowski, Attorney-in-fact 12/23/2019
** 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.
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