Intercontinental Exchange, Inc. — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2019-01-14

Reporting Person: Namkung James W (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-14	Common Stock	F	147	$72.70	Disposed	17018	Direct
2019-01-18	Common Stock	F	155	$75.63	Disposed	16863	Direct
2019-02-08	Common Stock	F	150	$76.16	Disposed	16713	Direct
2019-02-08	Common Stock	A	1641	$0.00	Acquired	18354	Direct

Footnotes

F1: Represents shares of restricted stock issued to the filing person on January 14, 2016. The restricted stock units vest over three years (1/3 on January 14, 2017, 1/3 on January 14, 2018 and 1/3 on January 14, 2019). Of the 1,245 shares, 415 shares were issued on January 14, 2019, of which 147 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 restricted stock issued to the filing person on January 18, 2017. The restricted stock units vest over three years (1/3 on January 18, 2018, 1/3 on January 18, 2019 and 1/3 on January 18, 2020). Of the 1,308 shares, 436 shares were issued on January 18, 2019, of which 155 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 436 shares are scheduled to be issued on January 18, 2020 and taxes for this issuance will be withheld and reported at the time of vesting.

F3: Represents shares of restricted stock issued to the filing person on February 8, 2018. The restricted stock units vest over three years (1/3 on February 8, 2019, 1/3 on February 8, 2020 and 1/3 on February 8, 2021). Of the 1,492 shares, 497 shares were issued on February 8, 2019, of which 150 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 995 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.

F4: Represents shares of restricted stock issued to the filing person on February 8, 2019. This award of restricted stock vests over three years (1/3 on each anniversary of the award date).

F5: The common stock number referred in Table I is an aggregate number and represents 10,621 shares of common stock and 3,072 unvested restricted stock units ("RSUs"), and 4,661 unvested performance based restricted stock units ("PSU's"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2019 PSUs 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 2020 and will be reported at the time of vesting. The satisfaction of the 2017, 2018 and 2019 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, February 2021 and February 2022, respectively, and will be reported at the time of vesting.