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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Empoyee Stock Option (right to buy) Holding (3) | $ 112.48 | 11/13/2013 | A | 8,118 | (4) | 01/11/2021 | Common Stock | 8,118 | $ 0 | 8,118 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 112.15 | 11/13/2013 | A | 11,535 | (5) | 01/17/2022 | Common Stock | 11,535 | $ 0 | 11,535 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 129.36 | 11/13/2013 | A | 16,271 | (6) | 01/11/2023 | Common Stock | 16,271 | $ 0 | 16,271 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 106 | 11/13/2013 | A | 9,862 | (7) | 12/10/2019 | Common Stock | 9,862 | $ 0 | 9,862 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 80.17 | 11/13/2013 | A | 6,946 | (7) | 12/16/2018 | Common Stock | 6,946 | $ 0 | 6,946 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 189.43 | 11/13/2013 | A | 5,560 | (7) | 12/28/2017 | Common Stock | 5,560 | $ 0 | 5,560 | D | ||||
Employee Stock Option (right to buy) Holding (3) | $ 138.8 | 11/13/2013 | A | 3,878 | (7) | 05/14/2017 | Common Stock | 3,878 | $ 0 | 3,878 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hill Scott A 2100 RIVEREDGE PARKWAY SUITE 500 ATLANTA, GA 30328 |
Chief Financial Officer |
/s/ Andrew J. Surdykowski, Attorney-in-fact | 11/14/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | As of the effective time (the "Effective Time") of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of March 19, 2013, by and among IntercontinentalExchange, Inc.("ICE"), IntercontinentalExchange Group, Inc.("ICE Group"), NYSE Euronext, Braves Merger Sub, Inc., and NYSE Euronext Holdings LLC (formerly known as Baseball Merger Sub, LLC) (the "Merger Agreement"), each share of common stock of ICE and each performance based restricted stock unit of ICE held by the reporting person was converted into one share of common stock of ICE Group or one substantially equivalent performance based restricted stock unit of ICE Group, respectively. (This footnote is continued onto footnote 2). |
(2) | The common stock number referred in Table I is an aggregate number and represents 5,542 shares of common stock of ICE Group and 12,813 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) | As of the Effective Time, each ICE employee stock option was converted into an ICE Group employee stock option on the same terms and conditions (including vesting schedule and per share exercise price) as applied to such ICE stock option immediately prior to the Effective Time. |
(4) | 33.33% of the options vested on January 17, 2012, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 11, 2012 and January 11, 2014. |
(5) | 33.33% of the options vested on January 17, 2013, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 17, 2013 and January 17, 2015. |
(6) | 33.33% of the options vest on January 11, 2014, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 11, 2014 and January 11, 2016. |
(7) | These options are fully vested. |