Intercontinental Exchange, Inc. — Director's Dealing 2022

Sep 22, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2022-09-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-21	Common Stock	M	63680	$41.37	Acquired	1341092	Direct
2022-09-21	Common Stock	M	1492	$67.00	Acquired	1342584	Direct
2022-09-21	Common Stock	S	27801	$94.0621	Disposed	1314783	Direct
2022-09-21	Common Stock	S	43299	$95.2199	Disposed	1271484	Direct
2022-09-21	Common Stock	S	16277	$95.7421	Disposed	1255207	Direct
2022-09-21	Common Stock	S	3212	$94.0687	Disposed	3008493	Indirect
2022-09-21	Common Stock	S	5198	$95.2489	Disposed	3003295	Indirect
2022-09-21	Common Stock	S	1590	$95.7856	Disposed	3001705	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-21	Employee Stock Option (right to buy) Holding	$41.37	M	63680	Disposed	2024-01-17	Common Stock (63680)	Direct
2022-09-21	Employee Stock Option (right to buy) Holding	$67.00	M	1492	Disposed	2028-02-08	Common Stock (1492)	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: Amount of securities beneficially owned includes 132 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2022.

F3: The price range for the aggregate amount sold by the direct holder is $93.59 - $94.58. 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 price range for the aggregate amount sold by the direct holder is $94.60 - $95.59. 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 $95.60 - $95.98. 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 common stock number referred in Table I is an aggregate number and represents 1,195,363 shares of common stock and 59,844 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 2022 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 2023 and will be reported at the time of vesting. The satisfaction of the 2020, 2021 and 2022 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 2023, February 2024 and February 2025, respectively, and will be reported at the time of vesting.

F7: The price range for the aggregate amount sold by the direct holder is $93.62 - $94.54. 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 price range for the aggregate amount sold by the direct holder is $94.65 - $95.63. 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.

F9: The price range for the aggregate amount sold by the direct holder is $95.65 - $95.98. 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.

F10: As previously reported, the reporting person also indirectly owns 3,001,705 shares that are beneficially owned directly by CPEX. The reporting person beneficially owns 100% of the equity interest in CPEX. Additionally, as previously reported, the reporting person indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

F11: 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.

F12: These options are fully vested.