Intercontinental Exchange, Inc. — Director's Dealing 2013

Nov 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2013-11-14

Reporting Person: Mathison Dean S (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-14	Common Stock	A	2761	—	Acquired	2761	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-14	Empoyee Stock Option (right to buy) Holding	$112.48	A	76	Acquired	2021-01-11	Common Stock (76)	Direct

Footnotes

F1: As of the effective time (the "Effective Time") of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger dated as of March 19, 2013, by and among IntercontinentalExchange, Inc.("ICE"), IntercontinentalExchange Group, Inc.("ICE Group"), NYSE Euronext, Braves Merger Sub, Inc., and NYSE Euronext Holdings LLC (formerly known as Baseball Merger Sub, LLC) (the "Merger Agreement"), each share of restricted stock unit of ICE and each performance based restricted stock unit of ICE held by the reporting person was converted into one share of restricted stock unit of ICE Group or one substantially equivalent performance based restricted stock unit of ICE Group, respectively. (This footnote is continued onto footnote 2).

F2: The common stock number referred to in Table I is an aggregate number and represents 1,025 shares of restricted stock units of ICE Group and 1,736 unvested performance based restricted stock units of ICE Group, for which the performance period has been satisfied. The restricted stock units and 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. The reporting person became a Section 16 filer upon his appointment as ICE Group's Chief Accounting Officer on November 14, 2013.

F3: As of the Effective Time, each ICE employee stock option was converted into an ICE Group employee stock option on the same terms and conditions (including vesting schedule and per share exercise price) as applied to such ICE stock option immediately prior to the Effective Time.

F4: 33.33% of the options vested on January 17, 2012, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 11, 2012 and January 11, 2014.