Edgar Filing: Martell Terrence F

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Martell Terrence F

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY, SUITE 500

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2007

(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	01/16/2007		A⁽¹⁾		3,794	A	⁽²⁾	3,794	D
Common Stock	01/16/2007		S⁽³⁾		279	D	$ 132.09	3,515	D
Common Stock	01/16/2007		S⁽³⁾		84	D	$ 132.1	3,431	D
Common Stock	01/16/2007		S⁽³⁾		46	D	$ 132.13	3,385	D
Common Stock	01/16/2007		S⁽³⁾		56	D	$ 132.14	3,329	D
Common Stock	01/16/2007		S⁽³⁾		279	D	$ 132.29	3,050	D
Common Stock	01/16/2007		S⁽³⁾		353	D	$ 132.36	2,697	D
Common Stock	01/16/2007		S⁽³⁾		195	D	$ 132.4	2,502	D
Common Stock	01/16/2007		S⁽³⁾		46	D	$ 132.41	2,456	D
Common Stock	01/16/2007		S⁽³⁾		19	D	$ 132.45	2,437	D
Common Stock	01/16/2007		S⁽³⁾		149	D	$ 132.49	2,288	D
Common Stock	01/16/2007		S⁽³⁾		28	D	$ 132.5	2,260	D
Common Stock	01/16/2007		S⁽³⁾		111	D	$ 132.52	2,149	D
Common Stock	01/16/2007		S⁽³⁾		163	D	$ 132.53	1,986	D
Common Stock	01/16/2007		S⁽³⁾		19	D	$ 132.54	1,967	D
Common Stock	01/16/2007		S⁽³⁾		297	D	$ 132.57	1,670	D
Common Stock	01/16/2007		S⁽³⁾		46	D	$ 132.58	1,624	D
Common Stock	01/16/2007		S⁽³⁾		19	D	$ 132.59	1,605	D
Common Stock	01/16/2007		S⁽³⁾		357	D	$ 132.63	1,248	D
Common Stock	01/16/2007		S⁽³⁾		28	D	$ 132.67	1,220	D
Common Stock	01/16/2007		S⁽³⁾		288	D	$ 132.69	932	D
Common Stock	01/16/2007		S⁽³⁾		28	D	$ 132.71	904	D
Common Stock	01/16/2007		S⁽³⁾		158	D	$ 132.78	746	D
Common Stock	01/16/2007		S⁽³⁾		227	D	$ 133.68	519	D
Common Stock	01/16/2007		S⁽³⁾		19	D	$ 133.73	500	D

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)

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
Martell Terrence F 2100 RIVEREDGE PARKWAY SUITE 500 ATLANTA, GA 30328	X

Signatures

/s/ Andrew J. Surdykowski, Attorney-in-fact		01/18/2007
^**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 of common stock of IntercontinentalExchange, Inc. ("ICE") received by the Reporting Person in connection with a bonus pool consisting of cash and shares of ICE common stock allocated by The Board of Trade of the City of New York ("NYBOT") to certain of its eligible governors and employees pursuant to an Agreement and Plan of Merger among ICE, NYBOT and CFC Acquisition Co., dated September 14, 2006, as amended on October 30, 2006 (the "Merger Agreement"). The acquisition of these securities was approved by ICE's board of directors in compliance with Rule 16b-3(d)(1).
(2)	The number of shares allocated to the Reporting Person was based on services rendered to NYBOT, subject to reductions based on the closing price of ICE common stock on the New York Stock Exchange on the day prior to the closing of the merger between NYBOT and ICE, which was $136.54 per share.
(3)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.