Intercontinental Exchange, Inc. — Director's Dealing 2018

May 25, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2018-05-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-23	Common Stock	M	86000	$21.20	Acquired	1598138	Direct
2018-05-23	Common Stock	M	4430	$25.87	Acquired	1602568	Direct
2018-05-23	Common Stock	S	122989	$70.9483	Disposed	1479579	Direct
2018-05-23	Common Stock	M	8375	$22.43	Acquired	123099	Indirect
2018-05-23	Common Stock	S	12269	$70.9501	Disposed	110830	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-23	Employee Stock Option (right to buy) Holding	$21.20	M	86000	Disposed	2019-12-10	Common Stock (86000)	Direct
2018-05-23	Employee Stock Option (right to buy) Holding	$25.87	M	4430	Disposed	2023-01-11	Common Stock (4430)	Direct
2018-05-23	Employee Stock Option (right to buy) Holding	$22.43	M	8375	Disposed	2022-01-17	Common Stock (8375)	Indirect

Footnotes

F1: The transactions 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 price range for the aggregate amount sold by the direct holder is $70.49 - $71.47. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F3: The common stock number referred in Table I is an aggregate number and represents 1,365,535 shares of common stock and 114,044 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 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.

F4: As previously reported, the reporting person also indirectly owns 3,791,705 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.

F5: The price range for the aggregate amount sold by the direct holder is $70.52 - $71.44. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price.

F6: The common stock number referred in Table I is an aggregate number and represents 99,670 shares of common stock and 11,160 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 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.

F7: As previously reported, the reporting person also indirectly owns 3,791,705 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.

F8: These options are fully vested.