Intercontinental Exchange, Inc. — Director's Dealing 2018

Feb 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2018-02-20

Reporting Person: Namkung James W (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-20	Common Stock	F	674	$72.86	Disposed	12028	Direct
2018-02-20	Common Stock	A	3926	$0.00	Acquired	15954	Direct
2018-02-20	Common Stock	F	397	$72.86	Disposed	15557	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over three years (1/3 on February 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 2,220 shares, 674 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.

F2: Represents shares of performance based restricted stock units granted to the filing person on January 18, 2017. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2017 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 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 3,926 shares, 1,308 shares were issued on February 20, 2018, of which 397 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,618 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.

F3: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F4: The common stock number referred in Table I is an aggregate number and represents 8,768 shares of common stock, 2,779 unvested restricted stock units ("RSUs"), and 4,010 unvested performance based restricted stock units ("PSUs"), for which the performance period has been satisfied. The RSUs and the PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2018 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 2019 and will be reported at the time of vesting. The satisfaction of the 2017 and 2018 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 February 2021, respectively, and will be reported at the time of vesting.