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: Jackson Benjamin (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	A	18390	$0.00	Acquired	118078	Direct
2022-02-15	Common Stock	F	2774	$125.22	Disposed	115304	Direct

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 18,390 shares, 6,130 were issued on February 15, 2022, of which 2,774 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 12,260 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 84,752 shares of common stock and 30,552 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.