0001127602-13-031454.txt : 20131113
0001127602-13-031454.hdr.sgml : 20131113
20131113134819
ACCESSION NUMBER: 0001127602-13-031454
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20131113
FILED AS OF DATE: 20131113
DATE AS OF CHANGE: 20131113
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NYSE Euronext
CENTRAL INDEX KEY: 0001368007
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200]
IRS NUMBER: 205110848
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11 WALL STREET
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 212-656-3000
MAIL ADDRESS:
STREET 1: 11 WALL STREET
CITY: NEW YORK
STATE: NY
ZIP: 10005
FORMER COMPANY:
FORMER CONFORMED NAME: NYSE Euronext, Inc.
DATE OF NAME CHANGE: 20060628
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GELTZEILER MICHAEL S
CENTRAL INDEX KEY: 0001182139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33392
FILM NUMBER: 131213855
MAIL ADDRESS:
STREET 1: C/O NYSE EURONEXT
STREET 2: 11 WALL STREET
CITY: NEW YORK
STATE: NY
ZIP: 10005
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2013-11-13
1
0001368007
NYSE Euronext
NYX
0001182139
GELTZEILER MICHAEL S
C/O NYSE EURONEXT
11 WALL STREET
NEW YORK
NY
10005
1
Group EVP & CFO
Common Stock, par value $0.01 per share
2013-11-13
4
D
0
101046
0
D
0
D
Restricted Stock Units
2013-11-13
4
D
0
5430
0
D
Common Stock, par value $0.01 per share
5430
0
D
Restricted Stock Units
2013-11-13
4
D
0
17277
0
D
Common Stock, par value $0.01 per share
17277
0
D
Restricted Stock Units
2013-11-13
4
D
0
14196
0
D
Common Stock, par value $0.01 per share
14196
0
D
Restricted Stock Units
2013-11-13
4
D
0
29621
0
D
Common Stock, par value $0.01 per share
29621
0
D
Restricted Stock Units
2013-11-13
4
D
0
34554
0
D
Common Stock, par value $0.01 per share
34554
0
D
Restricted Stock Units
2013-11-13
4
D
0
25554
0
D
Common Stock, par value $0.01 per share
25554
0
D
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 number of shares of ICE Group common stock determined pursuant to the Merger Agreement.
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.
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.
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.
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.
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.
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.
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.
/s/ Janet L. McGinness under POA dated May 24, 2008
2013-11-13
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS
The undersigned, being subject to the reporting obligations of
Section 16 of the Securities Exchange Act of 1934, as amended (the
"Act"), with respect to ownership of securities of NYSE Euronext (the
"Corporation") hereby constitutes and appoints, individually, each of
William M. Freeman, Cornelius M. Courtney, Robert Keller, Janet Kissane,
and any other person holding the title of Corporate Secretary, Deputy
Corporate Secretary, Assistant General Counsel, Associate General
Counsel, Deputy General Counsel or General Counsel of the Corporation,
as the undersigned's true and lawful attorneys-in-fact and agents,
with the power and in the undersigned's name, place and stead, to:
(i) prepare, execute and file, with the United States Securities
and Exchange Commission ("SEC"), any United States stock exchange or any
other authority, for and on behalf of the undersigned, in connection
with transactions in the Corporation's securities, any and all forms,
reports or documents (including exhibits and amendments thereto),
required to be made pursuant to Section 16(a) of the Act or the related
rules of the SEC;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable for the preparation and
timely filing of any such forms, reports or documents with the SEC, any
United States stock exchange, and any other authority; and
(iii) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Limited
Power of Attorney ("POA") shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution, re-substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this POA and the rights and powers herein granted.
This POA shall remain in full force and effect until the
undersigned is no longer required to file reports pursuant to Section 16
of the Act with respect to the undersigned's holdings of the Corporation's
securities, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact. A copy of this POA shall
be filed with the SEC and with any applicable United States stock
exchange or similar authority. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Act.
IN WITNESS WHEREOF, the undersigned has caused this POA to
be executed as of this 24th day of May 2008.
/s/ Michael S. Geltzeiler
Name: Michael Scott Geltzeiler