Intercontinental Exchange, Inc. — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2020-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	F	17183	$95.21	Disposed	1478307	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3571705	Indirect
Common Stock	183245	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. The restricted stock units vested over three years (1/3 on February 20, 2018, 1/3 on February 20, 2019 and 1/3 on February 20, 2020). Of the 37,515 shares that vested, 17,183 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: The common stock number referred in Table I is an aggregate number and represents 1,398,041 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.

F3: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.

F4: As previously reported, the reporting person also indirectly owns 183,245 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.