Edgar Filing: Sprecher Jeffrey C

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sprecher Jeffrey C

2. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE 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

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2006

(Street)

ATLANTA, GA 30328

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/15/2006		S⁽¹⁾		4,654	D	$ 67.5	2,160,192 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		108	D	$ 67.81	2,160,084 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		216	D	$ 67.95	2,159,868 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$ 67.96	2,159,814 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		162	D	$ 67.97	2,159,652 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$ 67.98	2,159,598 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		3,355	D	$ 68	2,156,243 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		325	D	$ 68.01	2,155,918 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		54	D	$ 68.02	2,155,864 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		703	D	$ 68.03	2,155,161 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		108	D	$ 68.04	2,155,053 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		663	D	$ 68.05	2,154,390 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		325	D	$ 68.06	2,154,065 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽¹⁾		271	D	$ 68.1	2,153,794 ⁽²⁾	I	See footnote 1.
Common Stock	09/15/2006		S⁽³⁾		688	D	$ 68.88	45,044 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$ 68.9	44,723 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		2,157	D	$ 68.95	42,566 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$ 69	42,245 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		321	D	$ 69.04	41,924 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		734	D	$ 69.05	41,190 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		688	D	$ 69.09	40,502 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		92	D	$ 69.15	40,410 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		138	D	$ 69.16	40,272 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		505	D	$ 69.2	39,767 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		92	D	$ 69.24	39,675 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		780	D	$ 69.25	38,895 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		505	D	$ 69.28	38,390 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		918	D	$ 69.31	37,472 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		413	D	$ 69.46	37,059 ⁽⁴⁾	D
Common Stock	09/15/2006		S⁽³⁾		459	D	$ 69.6	36,600 ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sprecher Jeffrey C 2100 RIVEREDGE PARKWAY SUITE 500 ATLANTA, GA 30328	X		Chief Executive Officer

Signatures

/s/ Andrew J. Surdykowski, Attorney-in-fact		09/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Represents shares held by Continental Power Exchange, Inc. ("CPEX"). Prior to this disposition, Mr. Sprecher beneficially owned 94.0% of the equity interest in CPEX and holds an irrevocable proxy to vote the remaining 6.0%. CPEX will use the proceeds of this disposition to purchase an additional 1.5% of the membership interests in CPEX not held by Mr. Sprecher. Following this purchase and future purchases as specified in a Rule 10b5-1 trading plan and a Redemption Agreement between Mr. Sprecher and the other shareholders of CPEX, Mr. Sprecher will beneficially own 100% of the equity interest in CPEX. Mr. Sprecher will not receive any of the proceeds from this disposition other than for the payment of his taxes related to such disposition by CPEX. The sale of these shares was effected pursuant to CPEX's previously disclosed Rule 10b5-1 trading plan adopted by CPEX on May 16, 2006.
(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. The reporting person also owns shares directly.
(3)	The sales reported in this Form 4 were effected pursuant to a previously disclosed Rule 10b5-1 trading plan adopted by the reporting person on May 16, 2006.
(4)	As previously reported, the reporting person also indirectly owns shares that are beneficially owned directly by CPEX. Prior to the reported transactions, the reporting person beneficially owned 94.0% of the equity interest in CPEX directly and holds an irrevocable proxy to vote the remaining 6.0%. As a result of the transactions reported in this Form 4, the reporting person is purchasing an additional 1.5% interest in CPEX. Also, as previously reported, the reporting person also indirectly beneficially owns shares that are owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
Remarks: This is the second of four Forms 4 being filed by the reporting person as of the date of this Form 4.

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