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Filing Details

Accession Number:: 0001209191-22-012275
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-23 16:47:04
Reporting Period:: 2022-02-18

Accepted Time:: 2022-02-23 16:47:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571949	Intercontinental Exchange Inc.	ICE	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1343882	C Jeffrey Sprecher	5660 New Northside Drive Atlanta GA 30328	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-02-18	10,070	$122.87	1,284,945	No	4	F	Direct
Common Stock	Acquisiton	2022-02-18	58,012	$0.00	1,342,957	No	4	A	Direct
Common Stock	Disposition	2022-02-18	26,417	$122.87	1,316,540	No	4	F	Direct
Common Stock	Disposition	2022-02-22	9,400	$123.08	3,022,305	No	4	S	Indirect	CPEX
Common Stock	Disposition	2022-02-22	600	$123.69	3,021,705	No	4	S	Indirect	CPEX

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
No	4	A	Direct
No	4	F	Direct
No	4	S	Indirect	CPEX
No	4	S	Indirect	CPEX

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	81,570	Indirect	By spouse

Footnotes

Represents shares of performance based restricted stock units granted to the filing person on February 8, 2019. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2019 earnings before interest, taxes, depreciation, and amortization ("EBITDA") performance versus pre-established targets. The restricted stock units vested over three years (1/3 on February 18, 2020, 1/3 on February 18, 2021 and 1/3 on February 18, 2022). Of the 22,113 shares that vested, 10,070 shares were withheld to satisfy payment of the Issuer's tax withholdingobligation. The third and final tranche of shares for this award have been issued.
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 8, 2019. The payout amount for the TSR PSUs was determined based on the Issuer's stock price through December 31, 2021 and was based on the total shareholder return from January 1, 2019 through December 31, 2021 relative to the S&P 500.
Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
The common stock number referred in Table I is an aggregate number and represents 1,256,696 shares of common stock and 59,844 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.
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.
The price range for the aggregate amount sold by the direct holder is $122.59 - $123.57. 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.
The price range for the aggregate amount sold by the direct holder is $123.59 - $123.85. 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.
As previously reported, the reporting person also indirectly owns 3,021,705 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.
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.