Statement of Changes in Beneficial Ownership (4)
November 13 2013 - 12:53PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
LEIBOWITZ LAWRENCE E
|
2. Issuer Name
and
Ticker or Trading Symbol
NYSE Euronext
[
NYX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
|
(Last)
(First)
(Middle)
C/O NYSE EURONEXT, 11 WALL STREET
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/13/2013
|
(Street)
NEW YORK, NY 10005
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. 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, par value $0.01 per share
|
11/13/2013
|
|
D
|
|
109358
|
D
|
$0
(1)
|
0
|
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
|
Restricted Stock Units
|
(2)
(3)
|
11/13/2013
|
|
D
|
|
|
9874
|
(2)
(3)
|
(2)
(3)
|
Common Stock, par value $0.01 per share
|
9874
|
$0
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
(4)
|
11/13/2013
|
|
D
|
|
|
27643
|
(3)
(4)
|
(3)
(4)
|
Common Stock, par value $0.01 per share
|
27643
|
$0
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
(5)
|
11/13/2013
|
|
D
|
|
|
21295
|
(3)
(5)
|
(3)
(5)
|
Common Stock, par value $0.01 per share
|
21295
|
$0
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
(6)
|
11/13/2013
|
|
D
|
|
|
37026
|
(3)
(6)
|
(3)
(6)
|
Common Stock, par value $0.01 per share
|
37026
|
$0
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
(7)
|
11/13/2013
|
|
D
|
|
|
43193
|
(3)
(7)
|
(3)
(7)
|
Common Stock, par value $0.01 per share
|
43193
|
$0
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
(8)
|
11/13/2013
|
|
D
|
|
|
31232
|
(3)
(8)
|
(3)
(8)
|
Common Stock, par value $0.01 per share
|
31232
|
$0
(3)
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
As of the effective time (the "Effective Time") of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among the Issuer, IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. ("ICE Group"), Braves Merger Sub, Inc. and Baseball Merger Sub, LLC, dated as of March 19, 2013 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement and an election by the reporting person, each share of the Issuer's common stock held by the reporting person was converted into the right to receive a combination of shares of ICE Group common stock and cash in amounts determined pursuant to the Merger Agreement.
|
(
2)
|
As of the grant date, (a) each restricted stock unit ("RSU") represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled in three equal installments on each of February 8, 2012, 2013 and 2014, subject to the terms of the Issuer's Omnibus Incentive Plan and the applicable award agreement issued thereunder. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 7, 2013.
|
(
3)
|
As of the Effective Time, pursuant to the terms of the Merger Agreement, (a) each RSU award held by the reporting person (other than the LTIP RSUs granted in February 2013) fully vested and (b) each RSU award was converted into an award of substantially equivalent RSUs denominated in ICE Group common stock, with the number of shares of ICE Group common stock determined pursuant to the Merger Agreement.
|
(
4)
|
As of the grant date, (a) each RSU represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled in three equal installments on each of February 11, 2013, 2014 and 2015, subject to the terms of the Issuer's Omnibus Incentive Plan and the applicable award agreement issued thereunder. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 8, 2013.
|
(
5)
|
As of the grant date, (a) each RSU represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled in three equal installments on each of February 6, 2014, 2015 and 2016, subject to the terms of the Issuer's Omnibus Incentive Plan and the applicable award agreement issued thereunder. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 5, 2013.
|
(
6)
|
As of the grant date, (a) each RSU represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled on February 8, 2014, subject to the reporting person's continued employment with the Issuer. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 7, 2011.
|
(
7)
|
As of the grant date, (a) each RSU represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled on February 11, 2015, subject to the reporting person's continued employment with the Issuer. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 10, 2012.
|
(
8)
|
As of the grant date, (a) each RSU represented the right to receive one share of the Issuer's common stock and (b) RSUs were scheduled to vest and be settled on February 6, 2016, subject to the terms of the Issuer's Omnibus Incentive Plan and the applicable award agreement issued thereunder. The amount of the award was determined in part by reference to the closing price of the Issuer's common stock on February 5, 2013.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
LEIBOWITZ LAWRENCE E
C/O NYSE EURONEXT
11 WALL STREET
NEW YORK, NY 10005
|
|
|
Chief Operating Officer
|
|
Signatures
|
/s/ Janet L. McGinness under POA dated August 28, 2007
|
|
11/13/2013
|
**
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.
|
NYSE Group (NYSE:NYX)
Historical Stock Chart
From Oct 2024 to Nov 2024
NYSE Group (NYSE:NYX)
Historical Stock Chart
From Nov 2023 to Nov 2024
Real-Time news about Nyse Euronext (New York Stock Exchange): 0 recent articles
More Nyse Euronext News Articles