Intercontinental Exchange, Inc. — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2014-12-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-16	Common Stock	M	8000	$104.23	Acquired	279105	Direct
2014-12-16	Common Stock	S	1504	$215.376	Disposed	277601	Direct
2014-12-16	Common Stock	S	2619	$216.477	Disposed	274982	Direct
2014-12-16	Common Stock	S	3452	$217.3453	Disposed	271530	Direct
2014-12-16	Common Stock	S	425	$218.2194	Disposed	271105	Direct
2014-12-16	Common Stock	S	6359	$215.4447	Disposed	916982	Indirect
2014-12-16	Common Stock	S	10469	$216.5521	Disposed	906513	Indirect
2014-12-16	Common Stock	S	11161	$217.3937	Disposed	895352	Indirect
2014-12-16	Common Stock	S	2011	$218.2299	Disposed	893341	Indirect
2014-12-16	Common Stock	S	150	$215.5867	Disposed	23779	Indirect
2014-12-16	Common Stock	S	550	$216.6582	Disposed	23229	Indirect
2014-12-16	Common Stock	P	300	$217.7867	Disposed	22929	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-16	Employee Stock Option (right to buy) Holding	$104.23	M	8000	Disposed	2016-12-22	Common Stock (8000)	Direct

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 price range for the aggregate amount sold by the direct holder is $214.8600 - $215.8200. 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.

F3: The price range for the aggregate amount sold by the direct holder is $215.8700 - $216.8400. 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: The price range for the aggregate amount sold by the direct holder is $216.9000 - $217.8900. 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.

F5: The price range for the aggregate amount sold by the direct holder is $218.0050 - $218.4900. 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 common stock number referred in Table I is an aggregate number and represents 247,603 shares of common stock and 23,502 unvested performance based restricted stock units, 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. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time.

F7: The price range for the aggregate amount sold by the direct holder is $214.8900 - $215.8600. 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.

F8: The price range for the aggregate amount sold by the direct holder is $215.9900 - $216.9800. 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 $216.9900 - $217.9700. 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 price range for the aggregate amount sold by the direct holder is $217.9900 - $218.7000. 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.

F11: 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.

F12: The price range for the aggregate amount sold by the direct holder is $215.0400 - $215.8600. 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.

F13: As previously reported, the reporting person also indirectly owns 893,341 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.

F14: The price range for the aggregate amount sold by the direct holder is $216.1800 - $216.9500. 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.

F15: The price range for the aggregate amount sold by the direct holder is $217.5800 - $217.9700. 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.

F16: The common stock number referred in Table I is an aggregate number and represents 20,110 shares of common stock and 2,819 unvested performance based restricted stock units, 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. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time.

F17: These options are fully vested.