Intercontinental Exchange, Inc. — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2018-02-16

Reporting Person: Goone David S (Chief Strategic Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-16	Common Stock	F	6156	$71.73	Disposed	143894	Direct

Footnotes

F1: 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 27,864 shares, 13,932 shares were issued on February 16, 2018, of which 6,156 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 13,932 shares are scheduled to be issued on February 16, 2019 and taxes for this issuance will be withheld and reported at the time of vesting.

F2: The common stock number referred in Table I is an aggregate number and represents 107,772 shares of common stock and 36,122 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.