Intercontinental Exchange, Inc. — Director's Dealing 2013

Nov 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2013-11-21

Reporting Person: Sprecher Jeffrey C (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-21	Common Stock	M	610	$112.48	Acquired	263278	Direct
2013-11-21	Common Stock	S	6132	$213.7178	Disposed	1007209	Indirect
2013-11-21	Common Stock	S	20827	$214.7405	Disposed	986382	Indirect
2013-11-21	Common Stock	S	13041	$215.3205	Disposed	973341	Indirect
2013-11-21	Common Stock	M	472	$112.48	Acquired	24502	Indirect
2013-11-21	Common Stock	S	3029	$213.7537	Disposed	21473	Indirect
2013-11-21	Common Stock	S	1000	$214.442	Disposed	20473	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-21	Employee Stock Option (right to buy) Holding	$35.08	M	3529	Disposed	2015-12-28	Common Stock (3529)	Indirect
2013-11-21	Empoyee Stock Option (right to buy) Holding	$112.48	M	610	Disposed	2021-01-11	Common Stock (610)	Direct
2013-11-21	Empoyee Stock Option (right to buy) Holding	$112.48	M	472	Disposed	2021-01-11	Common Stock (472)	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a previously announced, pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.

F2: The common stock number referred in Table I is an aggregate number and represents 234,255 shares of common stock of ICE Group and 29,023 unvested performance based restricted stock units of ICE Group, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year on the anniversary of the respective grant dates.

F3: The price range for the aggregate amount sold by the direct holder is $213.16 - $214.13. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F4: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. Additionally, as previously reported, the reporting person also owns share directly and indirectly own shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F5: The price range for the aggregate amount sold by the direct holder is $214.17 - $215.16. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F6: The price range for the aggregate amount sold by the direct holder is $215.17 - $215.98. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F7: As previously reported, the reporting person also indirectly owns 973,341 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person also beneficially owns shares directly.

F8: The price range for the aggregate amount sold by the direct holder is $213.30 - $214.29. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F9: The price range for the aggregate amount sold by the direct holder is $214.30 - $214.88. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F10: The common stock number referred to in Table 1 is an aggregate number and represents 16,324 shares of common stock of ICE Group and 3,471 unvested performance based restricted stock units off ICE Group for which the performance period has been satisfied, and 678 restricted stock units of ICE Group. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year on the anniversary of the respective grant dates.

F11: These options are fully vested.