Intercontinental Exchange, Inc. — Director's Dealing 2016

Sep 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2016-09-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-28	Common Stock	M	4675	$189.43	Acquired	313445	Direct
2016-09-28	Common Stock	M	2239	$80.17	Acquired	315684	Direct
2016-09-28	Common Stock	S	6914	$270.4958	Disposed	308770	Direct
2016-09-28	Common Stock	S	15000	$270.4961	Disposed	758341	Indirect
2016-09-28	Common Stock	M	1363	$80.17	Acquired	25599	Indirect
2016-09-28	Common Stock	M	998	$106.00	Acquired	26597	Indirect
2016-09-28	Common Stock	S	3361	$270.4836	Disposed	23236	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-28	Employee Stock Option (right to buy) Holding	$189.43	M	4675	Disposed	2017-12-28	Common Stock (4675)	Direct
2016-09-28	Employee Stock Option (right to buy) Holding	$80.17	M	2239	Disposed	2018-12-16	Common Stock (2239)	Direct
2016-09-28	Employee Stock Option (right to buy) Holding	$80.17	M	1363	Disposed	2018-12-16	Common Stock (1363)	Indirect
2016-09-28	Employee Stock Option (right to buy) Holding	$106.00	M	998	Disposed	2019-12-10	Common Stock (998)	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: The common stock number referred in Table I is an aggregate number and represents 275,821 shares of common stock and 32,949 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.

F3: As previously reported, the reporting person also indirectly owns 758,341 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.

F4: 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.

F5: The common stock number referred in Table I is an aggregate number and represents 19,707 shares of common stock and 3,529 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.

F6: As previously reported, the reporting person also indirectly owns 758,341 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.

F7: These options are fully vested.