Intercontinental Exchange, Inc. — Director's Dealing 2022

Feb 23, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2022-02-18

Reporting Person: Wassersug Mark (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-18	Common Stock	F	1160	$122.87	Disposed	23527	Direct
2022-02-18	Common Stock	A	6744	$0.00	Acquired	30271	Direct
2022-02-18	Common Stock	F	3042	$122.87	Disposed	27229	Direct

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 8, 2019. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2019 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 18, 2020, 1/3 on February 18, 2021 and 1/3 on February 18, 2022). Of the 2,571 shares that vested, 1,160 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: 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, 2019. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2021 and was based on the total shareholder return from January 1, 2019 through December 31, 2021 relative to the S&P 500.

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 18,058 shares of common stock and 9,171 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.