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: Sprecher Jeffrey C (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-20	Common Stock	F	28637	$72.86	Disposed	1454661	Direct
2018-02-20	Common Stock	A	112545	$0.00	Acquired	1567206	Direct
2018-02-20	Common Stock	F	17277	$72.86	Disposed	1549929	Direct
2018-02-21	Common Stock	M	33580	$16.03	Acquired	1583509	Direct
2018-02-21	Common Stock	M	47360	$21.20	Acquired	1630869	Direct
2018-02-21	Common Stock	S	54542	$73.39	Disposed	1576327	Direct
2018-02-21	Common Stock	S	26398	$73.86	Disposed	1549929	Direct
2018-02-21	Common Stock	S	17856	$73.4815	Disposed	1532073	Direct
2018-02-21	Common Stock	S	3183	$73.9275	Disposed	1528890	Direct
2018-02-22	Common Stock	S	9745	$71.847	Disposed	1519145	Direct
2018-02-22	Common Stock	S	7007	$72.4607	Disposed	1512138	Direct
2018-02-20	Common Stock	F	2646	$72.86	Disposed	109616	Indirect
2018-02-20	Common Stock	A	10469	$0.00	Acquired	120085	Indirect
2018-02-20	Common Stock	F	1602	$72.86	Disposed	118483	Indirect
2018-02-21	Common Stock	M	7620	$22.50	Acquired	126103	Indirect
2018-02-21	Common Stock	M	1000	$22.43	Acquired	127103	Indirect
2018-02-21	Common Stock	M	1135	$25.87	Acquired	128238	Indirect
2018-02-21	Common Stock	S	6132	$73.39	Disposed	122106	Indirect
2018-02-21	Common Stock	S	2488	$73.871	Disposed	119618	Indirect
2018-02-21	Common Stock	S	2887	$73.6708	Disposed	116731	Indirect
2018-02-22	Common Stock	S	1307	$71.8683	Disposed	115424	Indirect
2018-02-22	Common Stock	S	700	$72.6143	Disposed	114724	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-21	Employee Stock Option (right to buy) Holding	$16.03	M	33580	Disposed	2018-12-16	Common Stock (33580)	Direct
2018-02-21	Employee Stock Option (right to buy) Holding	$21.20	M	47360	Disposed	2019-12-10	Common Stock (47360)	Direct
2018-02-21	Employee Stock Option (right to buy) Holding	$22.50	M	7620	Disposed	2021-01-11	Common Stock (7620)	Indirect
2018-02-21	Employee Stock Option (right to buy) Holding	$22.43	M	1000	Disposed	2022-01-17	Common Stock (1000)	Indirect
2018-02-21	Employee Stock Option (right to buy) Holding	$25.87	M	1135	Disposed	2023-01-11	Common Stock (1135)	Indirect

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 62,140 shares, 28,637 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 112,545 shares, 37,515 shares were issued on February 20, 2018, of which 17,277 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 75,030 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 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.

F5: The price range for the aggregate amount sold by the direct holder is $72.75 - $73.74. 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 price range for the aggregate amount sold by the direct holder is $73.75 - $74.15. 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.

F7: The price range for the aggregate amount sold by the direct holder is $72.85 - $73.84. 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.

F8: The price range for the aggregate amount sold by the direct holder is $73.85 - $74.13. 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.

F9: The price range for the aggregate amount sold by the direct holder is $71.25 - $72.24. 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.

F10: The price range for the aggregate amount sold by the direct holder is $72.25 - $73.23. 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.

F11: The common stock number referred in Table I is an aggregate number and represents 1,398,094 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.

F12: 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.

F13: 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 6,660 shares, 2,646 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.

F14: 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 10,469 shares, 3,489 shares were issued on February 20, 2018, of which 1,602 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 6,980 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.

F15: The price range for the aggregate amount sold by the direct holder is $72.78 - $73.76. 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.

F16: The price range for the aggregate amount sold by the direct holder is $73.78 - $74.14. 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.

F17: The price range for the aggregate amount sold by the direct holder is $73.26 - $73.89. 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.

F18: The price range for the aggregate amount sold by the direct holder is $71.26- $72.24. 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.

F19: The price range for the aggregate amount sold by the direct holder is $72.26 - $73.14. 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.

F20: The common stock number referred in Table I is an aggregate number and represents 103,564 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.

F21: 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.

F22: These options are fully vested.