Intercontinental Exchange, Inc. — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2020-02-18

Reporting Person: Namkung James W (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	A	4627	$0.00	Acquired	19340	Direct
2020-02-18	Common Stock	F	465	$96.20	Disposed	18875	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 8, 2019. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2019 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 18, 2020, 1/3 on February 18, 2021 and 1/3 on February 18, 2022). Of the 4,627 shares, 1,543 were issued on February 18, 2020, of which 465 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,084 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: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F3: The common stock number referred in Table I is an aggregate number and represents 9,864 shares of common stock and 2,941 unvested restricted stock units ("RSUs"), and 6,070 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 2020 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 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.