Intercontinental Exchange, Inc. — Director's Dealing 2014

Jan 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2014-01-02

Reporting Person: Hill Scott A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-02	Common Stock	S	2000	$225.00	Disposed	17655	Direct
2014-01-02	Common Stock	M	678	$138.80	Acquired	18333	Direct
2014-01-02	Common Stock	F	2047	$224.60	Disposed	16286	Direct
2014-01-02	Common Stock	F	1465	$224.60	Disposed	14821	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-02	Employee Stock Option (right to buy) Holding	$138.80	M	678	Disposed	2017-05-14	Common Stock (678)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.

F2: Represents shares of common stock underlying vested restricted stock that are being withheld to satisfy payment of the Issuer's tax withholding obligation upon the vesting of the performance based restricted stock units. The shares of performance based restricted stock units were granted to the filing person on January 17, 2012. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2012 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over a three year period from 2013-2015. The remaining 4,281 shares are scheduled to be issued on January 2, 2015 and taxes for this furture issuance will be withheld at the time shares are issued.

F3: Represents shares of common stock underlying vested restricted stock that are being withheld to satisfy payment of the Issuer's tax withholding obligation upon the vesting of the performance based restricted stock units. The shares of performance based restricted stock units were granted to the filing person on January 11, 2011. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2011 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over a three year period from 2012-2014. The third and final traunche of shares for this award has been issued.

F4: The common stock number referred in Table I is an aggregate number and represents 10,539 shares of common stock and 4,281 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 2013 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 2014 and will be reported at that time.

F5: These options are fully vested.