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: Niederauer Duncan L (President&CEO of NYSE Euronext)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	A	202167	—	Acquired	202167	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 by and among IntercontinentalExchange, Inc., 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 NYSE Euronext and each restricted stock unit of NYSE Euronext held by the reporting person was converted, respectively, into the right to receive a combination of shares of common stock of ICE Group and cash and an award of a substantially equivalent restricted stock unit denominated in common stock of ICE Group, as adjusted by the equity exchange factor of 0.2275, pursuant to the terms of the Merger Agreement. This footonote is continued onto footnote 2.

F2: The common stock referred in Table I is an aggregate number and represents 58,873 shares of common stock of ICE Group and 143,294 restricted stock units of ICE Group held by the reporting person immediately following the Effective Time.

F3: 5,334 of the restricted stock units vest and are settled on February 8, 2014, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 14,411 of the restricted stock units vest and are settled in equal installments on each of February 11, 2014 and 2015, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 10,819 of the restricted stock units vest and are settled in three equal installments on each of February 6, 2014, 2015 and 2016, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 15,499 of the restricted stock units vest and are settled on February 8, 2014, subject to the reporting person's continued employment with the Issuer;
(This footnote is continued onto footnote 4).

F4: 23,583 of the restricted stock units vest and are settled on February 11, 2015, subject to the reporting person's continued employment with the Issuer; 9,688 of the restricted stock units vest and are settled on February 6, 2016, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder, and 63,960 of the restricted stock units vested as of the Effective Time.