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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 | ||||||||
| Employee Stock Option (right to buy) (5) | $ 8 | 11/13/2013 | D | 1,000 | (6) | 01/05/2015 | Common Stock | 1,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CRISP CHARLES R 2100 RIVEREDGE PARKWAY SUITE 500 ATLANTA, GA 30328 |
X | |||
| /s/ Andrew J. Surdykowski, Attorney-in-fact | 11/13/2013 | |
| **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 held by the reporting person was converted into one share of common stock of ICE Group. The common stock number referred to in Table I represents 2,000 shares of common stock of ICE held by the reporting person's spouse. |
| (2) | As previously reported, the reporting person also indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. |
| (3) | The amount of shares reported has been adjusted to reflect the correct amount of securities beneficially owned by the reporting person. The reporting person previously overstated the amount of securities beneficially owned by 1827 securities due to an inadvertent administrative error. The corrected amount of securities is being reported promptly upon detection. |
| (4) | As of the Effective Time of the Merger Agreement, each share of common stock of ICE and each deferred compensation obligation and restricted stock unit of ICE held by the reporting person was converted into one share of common stock of ICE Group, one substantially equivalent deferred compensation obligation of ICE Group or one substantially equivalent restricted stock unit of ICE Group, respectively. The common stock number referred in Table I is an aggregate number and represents 9,175 shares of common stock of ICE, 127 deferred compensation obligations of ICE and 1,130 restricted stock units of ICE. The restricted stock units vest on the one-year anniversary of the grant date, which is February 28, 2014. |
| (5) | 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. |
| (6) | These options are fully vested. |