Intercontinental Exchange, Inc. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2021-02-16

Reporting Person: Surdykowski Andrew J (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	A	6891	$0.00	Acquired	43532	Direct
2021-02-16	Common Stock	F	1037	$112.42	Disposed	42495	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 7, 2020. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2020 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 16, 2021, 1/3 on February 16, 2022 and 1/3 on February 16, 2023). Of the 6,891 shares, 2,297 were issued on February 16, 2021, of which 1,037 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 4,594 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 33,787 shares of common stock and 8,708 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.