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: CRISP CHARLES R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	A	10305	—	Acquired	10305	Direct
2013-11-13	Common Stock	A	2000	—	Acquired	2000	Indirect
2013-11-13	Deferred Compensation	A	127	—	Acquired	127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-13	Employee Stock Option (right to buy) Holding	$8.00	A	1000	Acquired	2015-01-05	Common Stock (1000)	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 common stock of ICE and each 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 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 9,175 shares of common stock of ICE Group and 1,130 restricted stock units of ICE Group held by the reporting person immediately following the Effective Time. The restricted stock units vest on the one-year anniversary of the grant date, which is February 28, 2013.

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. The common stock number referred to in Table 1 represents 2,000 shares of common stock of ICE Group held by the reporting person's spouse immediately following the Effective Time.

F4: As of the Effective Time, each Deferred Compensation Obligation of ICE issued to the reporting person under the ICE 2003 Restricted Stock Deferral Plan for Outside Directors was converted into an award of a substantially equivalent Deferred Compensation Obligation of ICE Group pursuant to the terms of the Merger Agreement.

F5: 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.

F6: These options are fully vested.