Intercontinental Exchange, Inc. — Director's Dealing 2022

Feb 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2022-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	A	52718	$0.00	Acquired	1314223	Direct
2022-02-15	Common Stock	F	8000	$125.22	Disposed	1306223	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3031705	Indirect
Common Stock	81570	Indirect

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 5, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2021 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 15, 2022, 1/3 on February 15, 2023 and 1/3 on February 15, 2024). Of the 52,718 shares, 17,573 were issued on February 15, 2022, of which 8,000 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 35,145 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: Amount of securities beneficially owned includes 105 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 31, 2021.

F3: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F4: The common stock number referred in Table I is an aggregate number and represents 1,199,566 shares of common stock and 106,657 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.

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.