Sec Form 4 Filing - Sprecher Jeffrey C @ Intercontinental Exchange, Inc. - 2014-09-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sprecher Jeffrey C 2. Issuer Name and Ticker or Trading Symbol Intercontinental Exchange, Inc. [ ICE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2100 RIVEREDGE PARKWAY, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2014 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/17/2014 M 20,000 ( 1 ) A $ 104.23 292,716 D Common Stock 09/17/2014 S 20,000 ( 1 ) D $ 200 272,716 D Common Stock 09/17/2014 G 2,500 ( 1 ) ( 2 ) D $ 0 270,216 D Common Stock 09/17/2014 M 627 ( 1 ) A $ 112.48 270,843 D Common Stock 09/17/2014 M 262 ( 1 ) A $ 112.15 271,105 ( 3 ) D Common Stock 09/17/2014 S 50,000 ( 1 ) D $ 200 923,341 ( 4 ) I CPEX Common Stock 09/17/2014 M 3,000 ( 1 ) A $ 104.23 28,516 ( 5 ) I By spouse Common Stock 09/17/2014 S 5,000 ( 1 ) D $ 200 23,516 ( 5 ) I By spouse Common Stock 09/17/2014 M 664 ( 1 ) A $ 112.48 24,180 ( 5 ) I By spouse Common Stock 09/17/2014 M 77 ( 1 ) A $ 112.15 24,257 ( 5 ) ( 6 ) I By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) Holding $ 104.23 09/17/2014 M 20,000 ( 7 ) 12/22/2016 Common Stock 20,000 $ 0 16,802 D Employee Stock Option (right to buy) Holding $ 104.23 09/17/2014 M 3,000 ( 7 ) 12/22/2016 Common Stock 3,000 $ 0 3,050 I By spouse Employee Stock Option (right to buy) Holding $ 112.15 09/17/2014 M 262 ( 7 ) 01/17/2022 Common Stock 262 $ 0 22,809 D Employee Stock Option (right to buy) Holding $ 112.15 09/17/2014 M 77 ( 7 ) 01/17/2022 Common Stock 77 $ 0 2,691 I By spouse Empoyee Stock Option (right to buy) Holding $ 112.48 09/17/2014 M 627 ( 7 ) 01/11/2021 Common Stock 627 $ 0 21,216 D Empoyee Stock Option (right to buy) Holding $ 112.48 09/17/2014 M 664 ( 7 ) 01/11/2021 Common Stock 664 $ 0 1,524 I By spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sprecher Jeffrey C 2100 RIVEREDGE PARKWAY SUITE 500 ATLANTA, GA30328 X Chief Executive Officer Signatures /s/ Andrew J. Surdykowski, Attorney-in-fact 09/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a previously announced, pre-arranged trading plan established in accordance with Rule 10b5-1 of the Securities Act of 1934, as amended. ( 2 )This transaction involved a gift of 2,500 shares of the issuer's Common stock by the reporting person to a philanthropic organization. ( 3 )The common stock number referred in Table I is an aggregate number and represents 247,603 shares of common stock and 23,502 unvested performance based restricted stock units, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time. ( 4 )These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. Additionally, as previously reported, the reporting person also owns share directly and indirectly own shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. ( 5 )As previously reported, the reporting person also indirectly owns 923,341 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 also beneficially owns shares directly. ( 6 )The common stock number referred in Table I is an aggregate number and represents 20,760 shares of common stock, 2,819 unvested performance based restricted stock units, for which the performance period has been satisfied, and 678 unvested restricted stock units of the Issuer. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year. The satisfaction of the performance target for the 2014 performance based restricted stock units and the corresponding number of shares of common stock to be issued pursuant to that award will not be determined until February 2015 and will be reported at that time. ( 7 )These options are fully vested.

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