Intercontinental Exchange, Inc. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2017-02-15

Reporting Person: Vice Charles A (President&Chief Op. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	A	68958	$0.00	Acquired	368873	Direct
2017-02-15	Common Stock	F	33222	$59.01	Disposed	335651	Direct
2017-02-16	Common Stock	A	75240	$0.00	Acquired	410891	Direct
2017-02-16	Common Stock	F	12081	$58.65	Disposed	398810	Direct

Footnotes

F1: Represents shares of the one-time NYSE merger-related performance based restricted stock units granted to the filing person on November 13, 2013. The vesting of the shares of the one-time NYSE merger-related performance based restricted stock units was conditioned upon the achievement of a minimum level of cumulative consolidated earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance over the three year performance period versus pre-established targets. The restricted stock units vested in full on February 15, 2017. Of the 68,958 shares, 33,222 shares were withheld to satisfy payment of the Issuer's tax withholding obligation.

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: Represents shares of performance based restricted stock units granted to the filing person on January 14, 2016. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2016 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 16, 2017, 1/3 on February 16, 2018 and 1/3 on February 16, 2019). Of the 75,240 shares, 25,080 shares were issued on February 17, 2016, of which 12,081 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 50,160 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.

F4: The common stock number referred in Table I is an aggregate number and represents 242,740 shares of common stock and 156,070 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 units vest each year. The satisfaction of the 2017 performance based restricted units tied to earnings before interest, taxes, depreciation, and amortization, ("EBITDA") and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2018 and will be reported at the time of vesting. The satisfaction of the 2017 total shareholder return performance based restricted stock units and the corresponding number of shares to be issued pursuant to these awards, will not be determined until February 2020 and will be reported at the time of vesting.