Intercontinental Exchange, Inc. — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2014-02-10

Reporting Person: Marcial Edwin D (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	A	5601	$0.00	Acquired	22807	Direct
2014-02-10	Common Stock	F	896	$212.11	Disposed	21911	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on January 11, 2013. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2013 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vests over three years (1/3 on February 8, 2014; 1/3 on January 1, 2015; and 1/3 on January 1, 2016). Of the 5,601 shares, 1,867 shares were issued on February 10, 2014, of which 896 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,734 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld at the time the shares are issued.

F2: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F3: The common stock number referred in Table I is an aggregate number and represents 16,036 shares of common stock and 5,875 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.