Intercontinental Exchange, Inc. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-12-07

Reporting Person: Goone David S (Chief Strategic Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-07	Common Stock	M	2245	$22.43	Acquired	155140	Direct
2016-12-07	Common Stock	M	25000	$25.87	Acquired	180140	Direct
2016-12-07	Common Stock	S	27245	$59.00	Disposed	152895	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Employee Stock Option (right to buy) Holding	$22.43	M	2245	Disposed	2022-01-17	Common Stock (2245)	Direct
2016-12-07	Employee Stock Option (right to buy) Holding	$25.87	M	25000	Disposed	2023-01-11	Common Stock (25000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a 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 86,085 shares of common stock, 12,315 unvested restricted stock units and 54,495 unvested performance based restricted stock units, for which the performance period has been satisfied. The restricted stock units and the performance based restricted stock units vest over a three year period, in which 33.33% of the restricted stock units and performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to this award, will not be determined until February 2017, and will be reported at that time.

F3: 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, four additional units of restricted stock ("RSU") for each RSU 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.

F4: As a result of the Stock Split, the option exercise price and the number of options previously reported, were adjusted accordingly.

F5: These options are fully vested.