Intercontinental Exchange, Inc. — Director's Dealing 2023

Feb 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2023-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-13	Common Stock	A	35719	$0.00	Acquired	1239184	Direct
2023-02-13	Common Stock	F	5440	$109.19	Disposed	1233744	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2971705	Indirect
Common Stock	81570	Indirect

Footnotes

F1: Represents shares of performance based restricted stock units granted to the filing person on February 4, 2022. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2022 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 13, 2023, 1/3 on February 13, 2024 and 1/3 on February 13, 2025). Of the 35,719 shares, 11,906 were issued on February 13, 2023, of which 5,440 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 23,813 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 1,150,087 shares of common stock and 83,657 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 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.

F4: As previously reported, the reporting person also indirectly owns 2,971,705 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.

F5: 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.