Intercontinental Exchange, Inc. — Director's Dealing 2019

Feb 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2019-02-11

Reporting Person: Namkung James W (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-11	Common Stock	A	5028	$0.00	Acquired	18484	Direct
2019-02-11	Common Stock	F	505	$75.25	Disposed	17979	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 8, 2018. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2018 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 11, 2019, 1/3 on February 11, 2020 and 1/3 on February 11, 2021). Of the 5,028 shares, 1,676 shares were issued on February 11, 2019, of which 505 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,352 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.

F2: Amount of securities beneficially owned includes 199 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2018.

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 common stock number referred in Table I is an aggregate number and represents 7,838 shares of common stock and 2,779 unvested restricted stock units ("RSUs"), and 7,362 unvested performance based restricted stock units ("PSUs"), 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 PSUs 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.