SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORGAN STANLEY

(Last)

(First)

(Middle)

1585 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERCONTINENTALEXCHANGE INC [ ICE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2005

4. If Amendment, Date of 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

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, par value $0.01⁽¹⁾	11/21/2005		J⁽³⁾	V	1,395,395	A	⁽³⁾	0	I	See Note⁽²⁾
Common Stock, par value $0.01⁽¹⁾	11/21/2005		S		1,395,395	D	$24.31⁽⁵⁾	0	I	See Note⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	⁽³⁾⁽⁶⁾	11/21/2005		J⁽³⁾	V		1,395,395	⁽³⁾⁽⁶⁾	⁽⁷⁾	Common Stock	1,395,395	⁽³⁾⁽⁶⁾	6,452,564⁽⁴⁾	I	See Note⁽²⁾

Explanation of Responses:

1. The Class A Common Stock, Series 1 of the Issuer ("Class A1 Common Stock") and Class A Common Stock, Series 2 of the Issuer ("Class A2 Common Stock") are referred to collectively as "Class A Common Stock". All numbers of shares of Class A Common Stock reported herein assume the completion of the 1 for 4 reverse stock split of Class A Common Stock in the Recapitalization (as defined below).

2. Each of Morgan Stanley Capital Group Inc. ("MSCG") and Morgan Stanley & Co. International Limited ("MSIL") is a wholly-owned subsidiary of Morgan Stanley. MSCG directly holds shares of Class A2 Common Stock and shares of Common Stock reported herein, and MSIL directly holds 34,180 shares of Class A1 Common Stock. See Exhibit 99.1 - Joint Filer Information.

3. Immediately prior to the closing of the Issuer's initial public offering (the "IPO") and pursuant to a recapitalization plan (the "Recapitalization") approved by the board of directors of the Issuer, MSCG converted 1,395,395 shares of Class A2 Common Stock into 1,395,395 shares of Common Stock, which were then sold in the IPO.

4. Includes 34,180 shares of Class A1 Common Stock held directly by MSIL.

5. Represents the initial public offering price of $26.00 per share less the underwriter's discount of $1.69 per share.

6. Shares of Class A Common Stock that are not converted and sold in the IPO may be converted at any time (i) by any holder of shares of Class A1 Common Stock (other than holders who also own shares of Class A2 Common Stock) beginning on the date 90 days after the completion of the IPO and (ii) by any holder of shares of Class A2 Common Stock beginning on the date 180 days after the completion of the IPO. All shares of Class A Common Stock are convertible into shares of Common Stock on a one-to-one basis.

7. These securities do not expire.

	By: Robert Koppenol, authorized signatory of Morgan Stanley	11/21/2005
	By: Nancy A. King of Morgan Stanley Capital Group Inc.	11/21/2005
	** 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).
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