Intercontinental Exchange, Inc. — Director's Dealing 2015

Jan 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2015-01-02

Reporting Person: Swann Paul (Pres&Mang Dir, ICE Clear Euro)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-02	Common Stock	F	694	$217.64	Disposed	5803	Direct
2015-01-02	Common Stock	F	816	$217.64	Disposed	4987	Direct

Footnotes

F1: 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 third and final traunche of shares for this award has been issued.

F2: The amount of securities beneficially owned was over reported by 878 shares in the reporting persons original filing on Form 3 on February 27, 2014. The number reported in the Form 3 did not reflect a reduction in the number of shares underlying a performance based restricted stock unit award due to the Issuer's performance below the target level in 2013. This filing reflects the correct number of unvested performance based restricted stock units.

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, 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 vested over a three year period from 2014-2016. The remaining 1,494 shares are scheduled to be issued on January 2, 2016 and taxes for this future issuance will be withheld at the time shares are issued.

F4: The common stock number referred to in Table I is an aggregate number and represents 3,493 shares of common stock and 1,494 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.