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: Hill Scott A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-18	Common Stock	A	20673	$0.00	Acquired	161010	Direct
2020-02-18	Common Stock	F	3132	$96.20	Disposed	157878	Direct
2020-02-19	Common Stock	A	20480	$0.00	Acquired	178358	Direct
2020-02-19	Common Stock	F	9303	$95.42	Disposed	169055	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 20,673 shares, 6,891 were issued on February 18, 2020, of which 3,132 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 13,782 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: Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on January 18, 2017. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 13, 2019 and was based on the total shareholder return from January 1, 2017 through December 13, 2019 relative to the S&P 500.

F4: Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

F5: The common stock number referred in Table I is an aggregate number and represents 132,351 shares of common stock and 36,704 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.