Intercontinental Exchange, Inc. — Director's Dealing 2016

Dec 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-12-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-19	Common Stock	G	18000	$0.00	Disposed	1525850	Direct

Footnotes

F1: This transaction involved a gift of 18,000 shares of the issuer's common stock by the reporting person to a philanthropic organization.

F2: On November 3, 2016, the common stock of Intercontinental Exchange, Inc. split 5-for-1 (the "Stock Split"), resulting in the reporting person's ownership of four additional shares of common stock for each share of common stock owned as of that date and four additional units of unvested performance based restricted stock ("PSU") for each PSU owned as of that date, as reflected in the totals listed on this Form 4.

F3: The common stock number referred in Table I is an aggregate number and represents 1,361,105 shares of common stock and 164,745 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 2016 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 2017 and will be reported at the time of vesting.

F4: As previously reported, the reporting person also indirectly owns 3,791,705 shares that are beneficially owned directly by CPEX, which number of shares have been adjusted to reflect the Stock Split. 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.