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: Gardiner Warren (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Common Stock	A	5516	$0.00	Acquired	20264	Direct
2022-02-15	Common Stock	F	728	$125.22	Disposed	19536	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 5,516 shares, 1,839 were issued on February 15, 2022, of which 728 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 3,677 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: Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.

F3: The common stock number referred in Table I is an aggregate number and represents 7,134 shares of common stock and 3,355 unvested restricted stock units ("RSUs"), and 9,047 unvested performance based restricted stock units ("PSU's"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2022 PSUs 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 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 2025 and will be reported at the time of vesting.