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