Intercontinental Exchange, Inc. — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-02-29

Reporting Person: Hill Scott A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	F	1689	$238.46	Disposed	38309	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 27, 2014. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2014 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 27, 2015, 1/3 on February 27, 2016 and 1/3 on February 27, 2017). Of the 10,405 shares, 3,469 shares were issued on February 29, 2016, of which 1689 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,468 shares are scheduled to be issued on the remaining vesting date and taxes for this future issuance will be withheld and reported at the time the shares are issued.

F2: The common stock number referred in Table I is an aggregate number and represents 24,189 shares of common stock and 14,120 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.