Intercontinental Exchange, Inc. — Director's Dealing 2023

Feb 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intercontinental Exchange, Inc. (ICE)
CIK: 0001571949
Period of Report: 2023-02-10

Reporting Person: Martin Lynn C (President, NYSE Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-10	Common Stock	A	5181	$0.00	Acquired	51168	Direct
2023-02-10	Common Stock	F	2645	$108.71	Disposed	48523	Direct

Footnotes

F1: Represents shares issued to the filing person in connection with the vesting of the three-year total shareholder return performance based restricted stock units ("TSR PSUs") granted on February 7, 2020. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2022 and was based on the total shareholder return from January 1, 2020 through December 31, 2022 relative to the S&P 500.

F2: Amount of securities beneficially owned includes 76 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on December 30, 2022.

F3: Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.

F4: The common stock number referred in Table I is an aggregate number and represents 32,378 shares of common stock and 2,560 unvested restricted stock units ("RSUs"), and 13,585 unvested performance based restricted stock units ("PSUs"), 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 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.