Statement of Changes in Beneficial Ownership (4)
June 08 2023 - 04:35PM
Edgar (US Regulatory)
FORM 4
☐ Check this
box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Jackson Benjamin |
2. Issuer Name and Ticker or Trading
Symbol Intercontinental Exchange, Inc. [ ICE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President |
(Last)
(First)
(Middle)
5660 NEW NORTHSIDE DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/6/2023
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(Street)
ATLANTA, GA 30328 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☒ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
6/6/2023 |
|
M |
|
2000 (1) |
A |
$41.37 |
127526 |
D |
|
Common Stock |
6/6/2023 |
|
S |
|
2000 (1) |
D |
$108.50 |
125526 (2) |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
$41.37 |
6/6/2023 |
|
M |
|
|
2000 |
(3) |
1/17/2024 |
Common Stock |
2000 |
$0.00 |
20100 |
D |
|
Explanation of
Responses: |
(1) |
This transaction was
effected pursuant to a Rule 10b5-1 trading plan which was approved
and became effective as of December 7, 2022. |
(2) |
The common stock number
referred in Table I is an aggregate number and represents 112,252
shares of common stock and 13,274 unvested performance based
restricted stock units, for which the performance period has been
satisfied. These performance based restricted stock units vest over
a three year period, in which 33.33% of the units vest each year.
The satisfaction of the 2023 PSUs tied to earnings before interest,
taxes, depreciation, and amortization, ("EBITDA") and the
corresponding number of shares to be issued pursuant to these
awards, will not be determined until February 2024 and will be
reported at the time of vesting. The satisfaction of the 2021, 2022
and 2023 total shareholder return performance based restricted
stock units and the corresponding number of shares to be issued
pursuant to these awards, will not be determined until February
2024, February 2025 and February 2026, respectively, and will be
reported at the time of vesting. |
(3) |
These options are fully
vested. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Jackson Benjamin
5660 NEW NORTHSIDE DRIVE
ATLANTA, GA 30328 |
|
|
President |
|
Signatures
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/s/ Octavia N. Spencer,
Attorney-in-fact |
|
6/8/2023 |
**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 control number. |
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