Intercontinental Exchange, Inc. — Director's Dealing 2013

Nov 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2013-11-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	A	262668	—	Acquired	262668	Direct
2013-11-13	Common Stock	A	1013341	—	Acquired	1013341	Indirect
2013-11-13	Common Stock	A	24030	—	Acquired	24030	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-13	Employee Stock Option (right to buy) Holding	$104.23	A	36802	Acquired	2016-12-22	Common Stock (36802)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$189.43	A	14550	Acquired	2017-12-28	Common Stock (14550)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$189.43	A	2220	Acquired	2017-12-28	Common Stock (2220)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$80.17	A	27432	Acquired	2018-12-16	Common Stock (27432)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$80.17	A	1363	Acquired	2018-12-16	Common Stock (1363)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$106.00	A	26672	Acquired	2019-12-10	Common Stock (26672)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$106.00	A	998	Acquired	2019-12-10	Common Stock (998)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$112.15	A	23071	Acquired	2022-01-17	Common Stock (23071)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$112.15	A	2768	Acquired	2022-01-17	Common Stock (2768)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$129.36	A	32543	Acquired	2023-01-11	Common Stock (32543)	Direct
2013-11-13	Employee Stock Option (right to buy) Holding	$129.36	A	3905	Acquired	2023-01-11	Common Stock (3905)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$104.23	A	6050	Acquired	2016-12-22	Common Stock (6050)	Indirect
2013-11-13	Employee Stock Option (right to buy) Holding	$35.08	A	3529	Acquired	2015-12-28	Common Stock (3529)	Indirect
2013-11-13	Empoyee Stock Option (right to buy) Holding	$112.48	A	22453	Acquired	2021-01-11	Common Stock (22453)	Direct
2013-11-13	Empoyee Stock Option (right to buy) Holding	$112.48	A	2660	Acquired	2021-01-11	Common Stock (2660)	Indirect

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 common stock of ICE and each performance based restricted stock unit of ICE held by the reporting person was converted into one share of common stock 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 in Table I is an aggregate number and represents 233,645 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: As of the Effective Time of the transactions contemplated by the Merger Agreement, each share of common stock of ICE held by the reporting person was converted into one share of common stock of ICE Group. 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 shares directly and indirectly own shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F4: As of the Effective Time of the Merger Agreement, each share of common stock of ICE and each performance based restricted stock unit and restricted stock unit of ICE held by the reporting person was converted into one share of common stock of ICE Group, one substantially equivalent performance based restricted stock unit of ICE Group or one substantially equivalent restricted stock unit of ICE Group, respectively. The common stock number referred in Table I is an aggregate number and represents 19,881 shares of common stock of ICE and 3,471 unvested performance based restricted stock units of ICE for which the performance period has been satisfied, and 678 restricted stock units of ICE. 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.

F5: As previously reported, the reporting person also indirectly owns 1,013,341 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.

F6: 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.

F7: These options are fully vested.

F8: 33.33% of the options vested on January 17, 2013, 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 17, 2013 and January 17, 2015.

F9: 33.33% of the options vest on January 11, 2014, 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, 2014 and January 11, 2016.

F10: 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.