Intercontinental Exchange, Inc. — Director's Dealing 2019

Dec 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2019-12-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-20	Common Stock	F	1592	$93.03	Disposed	108481	Indirect
2019-12-20	Common Stock	A	6629	$0.00	Acquired	115110	Indirect
2019-12-20	Common Stock	F	1174	$93.03	Disposed	113936	Indirect
2019-12-20	Common Stock	F	3024	$93.03	Disposed	110912	Indirect
2019-12-20	Common Stock	D	2578	$93.03	Disposed	108334	Indirect

Footnotes

F1: 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. Of the 3,490 shares that vested, 1,592 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award were scheduled to vest on February 20, 2020 but were accelerated in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc.

F2: Represents shares issued to the Reporting Person's spouse in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on January 18, 2017. The vesting of the TSR PSUs was accelerated by two months in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 13, 2019 and was based on the total shareholder return from January 1, 2017 through December 13, 2019 relative to the S&P 500.

F3: Represents shares of restricted stock issued to the filing person on September 19, 2018. The restricted stock units were to vest over three years (1/3 on September 19, 2019, 1/3 on September 19, 2020 and 1/3 on September 19, 2021). The vesting of the shares due to vest in 2020 was accelerated in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. Of the 7,733 shares, 2,578 shares were issued on December 20, 2019, of which 1,174 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,578 shares that would vest in 2021 are being forfeited.

F4: Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

F5: Represents shares of restricted stock that had previously been issued to the Reporting Person's spouse. The shares were forfeited in connection with the Reporting Person's spouse's departure from Intercontinental Exchange, Inc.

F6: As previously reported, the reporting person also indirectly owns 3,631,705 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.