Intercontinental Exchange, Inc. — Director's Dealing 2014

Jan 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IntercontinentalExchange Group, Inc. (ICE)
CIK: 0001571949
Period of Report: 2014-01-13

Reporting Person: Mathison Dean S (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-13	Common Stock	F	65	$220.51	Disposed	2262	Direct
2014-01-17	Common Stock	F	75	$206.87	Disposed	2187	Direct
2014-01-17	Common Stock	A	362	$206.87	Acquired	2549	Direct

Footnotes

F1: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F2: Represents shares of restricted stock issued to the filing person on January 17, 2014. This award of restricted stock vests over three years (1/3 on each anniversary of the award date).

F3: The common stock number referred in Table I is an aggregate number and represents 1,064 shares of common stock and 971 unvested restricted stock units, and 514 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.