Intercontinental Exchange, Inc. — Director's Dealing 2021

May 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2021-05-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-26	Common Stock	M	36955	$22.43	Acquired	1402345	Direct
2021-05-26	Common Stock	M	52582	$25.87	Acquired	1454927	Direct
2021-05-26	Common Stock	S	58200	$112.5367	Disposed	1396727	Direct
2021-05-26	Common Stock	S	50837	$113.3735	Disposed	1345890	Direct
2021-05-26	Common Stock	S	33285	$112.5463	Disposed	3178420	Indirect
2021-05-26	Common Stock	S	26715	$113.3962	Disposed	3151705	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-26	Employee Stock Option (right to buy) Holding	$22.43	M	36955	Disposed	2022-01-17	Common Stock (36955)	Direct
2021-05-26	Employee Stock Option (right to buy) Holding	$25.87	M	52582	Disposed	2023-01-11	Common Stock (52582)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	81570	Indirect

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 $111.96 - $112.95. 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 $112.96 - $113.72. 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 common stock number referred in Table I is an aggregate number and represents 1,274,378 shares of common stock and 71,512 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 2021 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 2022 and will be reported at the time of vesting. The satisfaction of the 2019, 2020 and 2021 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 2022, February 2023 and February 2024, respectively, and will be reported at the time of vesting.

F5: The price range for the aggregate amount sold by the direct holder is $112.00 - $112.99. 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.

F6: The price range for the aggregate amount sold by the direct holder is $113.00 - $113.79. 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: As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F9: These options are fully vested.