Intercontinental Exchange, Inc. — Director's Dealing 2021

Feb 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2021-02-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	A	64178	$0.00	Acquired	1375256	Direct
2021-02-08	Common Stock	F	29242	$113.46	Disposed	1346014	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Employee Stock Option (right to buy) Holding	$114.19	A	94699	Acquired	2031-02-05	Common Stock (94699)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3271705	Indirect
Common Stock	81570	Indirect

Footnotes

F1: Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on February 8, 2018. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2020 and was based on the total shareholder return from January 1, 2018 through December 31, 2020 relative to the S&P 500.

F2: Amount of securities beneficially owned includes 132 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2020.

F3: Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

F4: The common stock number referred in Table I is an aggregate number and represents 1,265,748 shares of common stock and 80,266 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: These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.

F6: 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.

F7: These options vest in accordance with the following schedule: 33.33% of the options vest on February 5, 2022, 33.33% of the options vest on February 5, 2023 and 33.33% of the options vest on February 5, 2024.