Intercontinental Exchange, Inc. — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-17	Common Stock	A	37285	$0.00	Acquired	319772	Direct
2016-02-17	Common Stock	F	6054	$246.39	Disposed	313718	Direct
2016-02-17	Common Stock	A	3993	$0.00	Acquired	25905	Indirect
2016-02-17	Common Stock	F	486	$246.39	Disposed	25419	Indirect

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 37,285 shares, 12,429 shares were issued on February 17, 2016, of which 6,054 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 24,856 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.

F2: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F3: The common stock number referred in Table I is an aggregate number and represents 272,674 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 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.

F5: Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vest over three years (1/3 on February 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 3,993 shares, 1331 shares were issued on February 17, 2016, of which 486 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,662 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.

F6: The common stock number referred in Table I is an aggregate number and represents 21,022 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.