Intercontinental Exchange, Inc. — Director's Dealing 2015

Sep 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2015-09-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-22	Common Stock	M	7000	$80.17	Acquired	292563	Direct
2015-09-22	Common Stock	S	7000	$226.6722	Disposed	285563	Direct
2015-09-22	Common Stock	S	30000	$226.6343	Disposed	803341	Indirect
2015-09-22	Common Stock	S	1000	$226.8311	Disposed	22238	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-22	Employee Stock Option (right to buy) Holding	$80.17	M	7000	Disposed	2018-12-16	Common Stock (7000)	Direct

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 261,906 shares of common stock and 23,657 unvested performance based restricted stock units, for which the performance period has been satisfied. These 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 2015 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2016 and February 2017, respectively, and will be reported at those times.

F3: As previously reported, the reporting person also indirectly owns 803,341 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 indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

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 shares directly and indirectly owns 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 803,341 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 19,607 shares of common stock and 2,631 unvested performance based restricted stock units, for which the performance period has been satisfied. These 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 2015 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2016 and February 2017, respectively, and will be reported at those times.

F7: These options are fully vested.