Intercontinental Exchange, Inc. — Director's Dealing 2017

Feb 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2017-02-07

Reporting Person: Hill Scott A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-07	Common Stock	M	15000	$16.03	Acquired	202410	Direct
2017-02-07	Common Stock	S	28675	$60.00	Disposed	173735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-07	Employee Stock Option (right to buy) Holding	$16.03	M	15000	Disposed	2018-12-16	Common Stock (15000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.

F2: On November 3, 2016, the common stock of Intercontinental Exchange, Inc. split 5-for-1 (the "Stock Split"), resulting in the reporting person's ownership of four additional shares of common stock for each share of common stock owned as of that date and four additional units of unvested performance based restricted stock ("PSU") for each PSU owned as of that date, as reflected in the totals listed on this Form 4.

F3: The common stock number referred in Table I is an aggregate number and represents 103,135 shares of common stock and 70,600 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 be determined in February 2017 and will be reported at the time of vesting.

F4: As a result of the Stock Split, the option exercise price and the number of options previously reported, were adjusted accordingly.

F5: These options are fully vested.