Intercontinental Exchange, Inc. — Director's Dealing 2020

Feb 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2020-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-11	Common Stock	F	16500	$94.76	Disposed	1403638	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3571705	Indirect
Common Stock	78334	Indirect

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 72,079 shares remaining, 36,039 were issued on February 11, 2020, of which 16,500 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 36,040 shares are scheduled to be issued on February 11, 2021 and taxes for this future issuance will be withheld and reported at the time the shares are issued.

F2: Amount of securities beneficially owned includes 145 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2019.

F3: The common stock number referred in Table I is an aggregate number and represents 1,330,083 shares of common stock and 73,555 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 2019 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 2020 and will be reported at the time of vesting. The satisfaction of the 2017, 2018 and 2019 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 2020, February 2021 and February 2022, respectively, and will be reported at the time of vesting.

F4: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.

F5: As previously reported, the reporting person also indirectly owns 78,334 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.