Intercontinental Exchange, Inc. — Director's Dealing 2020

Mar 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2020-03-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-03-11	Common Stock	S	10353	$85.5907	Disposed	3561352	Indirect
2020-03-11	Common Stock	S	37024	$86.5154	Disposed	3524328	Indirect
2020-03-11	Common Stock	S	23854	$87.6492	Disposed	3500474	Indirect
2020-03-11	Common Stock	S	27448	$88.6039	Disposed	3473026	Indirect
2020-03-11	Common Stock	S	1321	$89.1215	Disposed	3471705	Indirect
2020-03-11	Common Stock	S	7900	$85.5178	Disposed	175345	Indirect
2020-03-11	Common Stock	S	35486	$86.4863	Disposed	139859	Indirect
2020-03-11	Common Stock	S	19700	$87.8809	Disposed	120159	Indirect
2020-03-11	Common Stock	S	11914	$88.7459	Disposed	108245	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1458768	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended.

F2: The price range for the aggregate amount sold by the direct holder is $85.06 - $86.05. 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.

F3: The price range for the aggregate amount sold by the direct holder is $86.06 - $87.02. 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.

F4: The price range for the aggregate amount sold by the direct holder is $87.06 - $88.04. 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.

F5: The price range for the aggregate amount sold by the direct holder is $88.06 - $89.05. 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 $89.06 - $89.25. 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: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.

F8: The price range for the aggregate amount sold by the direct holder is $85.11 - $86.03. 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 $86.12 - $86.99. 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 $87.40 - $88.39. 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 price range for the aggregate amount sold by the direct holder is $88.42 - $89.24. 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.

F12: As previously reported, the reporting person also indirectly owns 108,245 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F13: The common stock number referred in Table I is an aggregate number and represents 1,378,502 shares of common stock and 80,266 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 2020 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 2021 and will be reported at the time of vesting. The satisfaction of the 2018, 2019 and 2020 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 2021, February 2022 and February 2023, respectively, and will be reported at the time of vesting.