Intercontinental Exchange, Inc. — Director's Dealing 2016

Feb 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-24	Common Stock	M	4674	$189.43	Acquired	318392	Direct
2016-02-24	Common Stock	M	2238	$80.17	Acquired	320630	Direct
2016-02-24	Common Stock	G	1000	$0.00	Disposed	319630	Direct
2016-02-24	Common Stock	S	6912	$242.0978	Disposed	312718	Direct
2016-02-24	Common Stock	S	15000	$242.1011	Disposed	788341	Indirect
2016-02-24	Common Stock	M	1687	$104.23	Acquired	27106	Indirect
2016-02-24	Common Stock	M	527	$189.43	Acquired	27633	Indirect
2016-02-24	Common Stock	M	124	$112.15	Acquired	27757	Indirect
2016-02-24	Common Stock	M	588	$129.36	Acquired	28345	Indirect
2016-02-24	Common Stock	S	2687	$242.0799	Disposed	25658	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-24	Employee Stock Option (right to buy) Holding	$189.43	M	4674	Disposed	2017-12-28	Common Stock (4674)	Direct
2016-02-24	Employee Stock Option (right to buy) Holding	$189.43	M	527	Disposed	2017-12-28	Common Stock (527)	Indirect
2016-02-24	Employee Stock Option (right to buy) Holding	$80.17	M	2238	Disposed	2018-12-16	Common Stock (2238)	Direct
2016-02-24	Employee Stock Option (right to buy) Holding	$112.15	M	124	Disposed	2022-01-17	Common Stock (124)	Indirect
2016-02-24	Employee Stock Option (right to buy) Holding	$129.36	M	588	Disposed	2023-01-11	Common Stock (588)	Indirect
2016-02-24	Employee Stock Option (right to buy) Holding	$104.23	M	1687	Disposed	2016-12-22	Common Stock (1687)	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: This transaction involved a gift of 1,000 shares of the issuer's Common stock by the reporting person to a philanthropic organization.

F3: The common stock number referred in Table I is an aggregate number and represents 271,674 shares of common stock and 41,044 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 788,341 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.

F5: 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.

F6: The common stock number referred in Table I is an aggregate number and represents 21,261 shares of common stock and 4,397 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.

F7: As previously reported, the reporting person also indirectly owns 788,341 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.

F8: These options are fully vested.