Intercontinental Exchange, Inc. — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2015-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	M	7000	$80.17	Acquired	270980	Direct
2015-02-25	Common Stock	S	7000	$237.534	Disposed	263980	Direct
2015-02-25	Common Stock	M	527	$189.43	Acquired	264507	Direct
2015-02-25	Common Stock	S	1200	$234.035	Disposed	892141	Indirect
2015-02-25	Common Stock	S	3785	$235.4002	Disposed	888356	Indirect
2015-02-25	Common Stock	S	6046	$236.4478	Disposed	882310	Indirect
2015-02-25	Common Stock	S	4820	$237.4921	Disposed	877490	Indirect
2015-02-25	Common Stock	S	6700	$238.4119	Disposed	870790	Indirect
2015-02-25	Common Stock	S	7249	$239.3475	Disposed	863541	Indirect
2015-02-25	Common Stock	S	200	$239.98	Disposed	863341	Indirect
2015-02-25	Common Stock	M	700	$104.23	Acquired	22955	Indirect
2015-02-25	Common Stock	S	1000	$237.031	Disposed	21955	Indirect
2015-02-25	Common Stock	S	700	$235.05	Disposed	21255	Indirect
2015-02-25	Common Stock	M	692	$112.48	Acquired	21947	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Employee Stock Option (right to buy) Holding	$189.43	M	527	Disposed	2017-12-28	Common Stock (527)	Direct
2015-02-25	Employee Stock Option (right to buy) Holding	$80.17	M	7000	Disposed	2018-12-16	Common Stock (7000)	Direct
2015-02-25	Employee Stock Option (right to buy) Holding	$104.23	M	700	Disposed	2016-12-22	Common Stock (700)	Indirect
2015-02-25	Employee Stock Option (right to buy) Holding	$112.48	M	692	Disposed	2021-01-11	Common Stock (692)	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: The common stock number referred in Table I is an aggregate number and represents 257,038 shares of common stock and 7,469 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.

F3: As previously reported, the reporting person also indirectly owns 863,341 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.

F4: The price range for the aggregate amount sold by the direct holder is $233.7700 - $234.6400. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F5: The price range for the aggregate amount sold by the direct holder is $234.9400 - $235.9100. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F6: The price range for the aggregate amount sold by the direct holder is $235.9400 - $236.9000. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F7: The price range for the aggregate amount sold by the direct holder is $236.9400 - $237.9300. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F8: The price range for the aggregate amount sold by the direct holder is $237.9400 - $238.8600. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F9: The price range for the aggregate amount sold by the direct holder is $238.9500 - $239.8500. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F10: 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.

F11: As previously reported, the reporting person also indirectly owns 863,341 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.

F12: The common stock number referred in Table I is an aggregate number and represents 21,051 shares of common stock and 896 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.

F13: These options are fully vested.