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: Hill Scott A (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-16	Common Stock	A	23090	$0.00	Acquired	175062	Direct
2021-02-16	Common Stock	F	3479	$112.42	Disposed	171583	Direct
2021-02-16	Common Stock	S	4881	$111.1996	Disposed	166702	Direct
2021-02-16	Common Stock	S	6056	$112.054	Disposed	160646	Direct
2021-02-18	Common Stock	S	3310	$112.8514	Disposed	157336	Direct
2021-02-18	Common Stock	S	2832	$113.7811	Disposed	154504	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 23,090 shares, 7,697 were issued on February 16, 2021, of which 3,479 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 15,393 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 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.

F4: The price range for the aggregate amount sold by the direct holder is $110.74 - $111.72. 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.

F5: The price range for the aggregate amount sold by the direct holder is $111.74 - $112.51. 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 $112.37 - $113.33. 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: The price range for the aggregate amount sold by the direct holder is $113.37 - $114.11. 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.

F8: The common stock number referred in Table I is an aggregate number and represents 125,329 shares of common stock and 29,175 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 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 2022 and February 2023, respectively, and will be reported at the time of vesting.