Intercontinental Exchange, Inc. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2019-02-19

Reporting Person: Wassersug Mark (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-19	Common Stock	F	1753	$74.86	Disposed	36573	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-08	Employee Stock Option (right to buy) Holding	$76.16	A	16181	Acquired	2029-02-08	Common Stock (16181)	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on January 14, 2016. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2016 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 16, 2017, 1/3 on February 16, 2018 and 1/3 on February 16, 2019). Of the 4,180 shares that vested, 1,753 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: Amount of securities beneficially owned includes 199 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2018.

F3: The common stock number referred in Table I is an aggregate number and represents 22,884 shares of common stock and 13,689 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 2019 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 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.

F4: These options vest in accordance with the following schedule: 33.33% of the options vest on February 8, 2020, 33.33% of the options vest on February 8, 2021 and 33.33% of the options vest on February 8, 2022.