Intercontinental Exchange, Inc. — Director's Dealing 2021

Feb 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2021-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	F	16422	$111.30	Disposed	1329592	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3271705	Indirect
Common Stock	81570	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 vested over three years (1/3 on February 11, 2019, 1/3 on February 11, 2020 and 1/3 on February 11, 2021). Of the 36,040 shares that vested, 16,422 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The third and final tranche of shares for this award have been issued.

F2: The common stock number referred in Table I is an aggregate number and represents 1,285,366 shares of common stock and 44,226 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.

F3: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.

F4: 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.