Intercontinental Exchange, Inc. — Director's Dealing 2014

Sep 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2014-09-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-17	Common Stock	M	20000	$104.23	Acquired	292716	Direct
2014-09-17	Common Stock	S	20000	$200.00	Disposed	272716	Direct
2014-09-17	Common Stock	G	2500	$0.00	Disposed	270216	Direct
2014-09-17	Common Stock	M	627	$112.48	Acquired	270843	Direct
2014-09-17	Common Stock	M	262	$112.15	Acquired	271105	Direct
2014-09-17	Common Stock	S	50000	$200.00	Disposed	923341	Indirect
2014-09-17	Common Stock	M	3000	$104.23	Acquired	28516	Indirect
2014-09-17	Common Stock	S	5000	$200.00	Disposed	23516	Indirect
2014-09-17	Common Stock	M	664	$112.48	Acquired	24180	Indirect
2014-09-17	Common Stock	M	77	$112.15	Acquired	24257	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-17	Employee Stock Option (right to buy) Holding	$104.23	M	20000	Disposed	2016-12-22	Common Stock (20000)	Direct
2014-09-17	Employee Stock Option (right to buy) Holding	$104.23	M	3000	Disposed	2016-12-22	Common Stock (3000)	Indirect
2014-09-17	Employee Stock Option (right to buy) Holding	$112.15	M	262	Disposed	2022-01-17	Common Stock (262)	Direct
2014-09-17	Employee Stock Option (right to buy) Holding	$112.15	M	77	Disposed	2022-01-17	Common Stock (77)	Indirect
2014-09-17	Empoyee Stock Option (right to buy) Holding	$112.48	M	627	Disposed	2021-01-11	Common Stock (627)	Direct
2014-09-17	Empoyee Stock Option (right to buy) Holding	$112.48	M	664	Disposed	2021-01-11	Common Stock (664)	Indirect

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: This transaction involved a gift of 2,500 shares of the issuer's Common stock by the reporting person to a philanthropic organization.

F3: 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.

F4: 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.

F5: As previously reported, the reporting person also indirectly owns 923,341 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: The common stock number referred in Table I is an aggregate number and represents 20,760 shares of common stock, 2,819 unvested performance based restricted stock units, for which the performance period has been satisfied, and 678 unvested restricted stock units of the Issuer. 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: These options are fully vested.