Intercontinental Exchange, Inc. — Director's Dealing 2023

Feb 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2023-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-22	Common Stock	M	70441	$41.59	Acquired	1284931	Direct
2023-02-22	Common Stock	S	69636	$103.9512	Disposed	1215295	Direct
2023-02-22	Common Stock	S	12191	$104.3899	Disposed	1203104	Direct
2023-02-22	Common Stock	S	26232	$103.9609	Disposed	2945473	Indirect
2023-02-22	Common Stock	S	3768	$104.3977	Disposed	2941705	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-22	Employee Stock Option (right to buy) Holding	$41.59	M	70441	Disposed	2025-01-20	Common Stock (70441)	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: The price range for the aggregate amount sold by the direct holder is $103.29 - $104.28. 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.

F3: The price range for the aggregate amount sold by the direct holder is $104.29 - $104.60. 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 common stock number referred in Table I is an aggregate number and represents 1,161,719 shares of common stock and 41,385 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 2023 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 2024 and will be reported at the time of vesting. The satisfaction of the 2021, 2022 and 2023 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 2024, February 2025 and February 2026, respectively, and will be reported at the time of vesting.

F5: The price range for the aggregate amount sold by the direct holder is $103.31 - $104.30. 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 price range for the aggregate amount sold by the direct holder is $104.31 - $104.58. 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.

F7: As previously reported, the reporting person also indirectly owns 2,941,705 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.

F8: 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.

F9: These options are fully vested.