Sec Form 4 Filing - Sprecher Jeffrey C @ Intercontinental Exchange, Inc. - 2016-09-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 5660 NEW NORTHSIDE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2016 (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 09/28/2016 M 4,675 ( 1 ) A $ 189.43 313,445 D Common Stock 09/28/2016 M 2,239 ( 1 ) A $ 80.17 315,684 D Common Stock 09/28/2016 S 6,914 ( 1 ) D $ 270.4958 308,770 ( 2 ) ( 3 ) D Common Stock 09/28/2016 S 15,000 ( 1 ) D $ 270.4961 758,341 ( 4 ) I CPEX Common Stock 09/28/2016 M 1,363 ( 1 ) A $ 80.17 25,599 I By spouse Common Stock 09/28/2016 M 998 ( 1 ) A $ 106 26,597 I By spouse Common Stock 09/28/2016 S 3,361 ( 1 ) D $ 270.4836 23,236 ( 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 $ 189.43 09/28/2016 M 4,675 ( 7 ) 12/28/2017 Common Stock 4,675 $ 0 0 D Employee Stock Option (right to buy) Holding $ 80.17 09/28/2016 M 2,239 ( 7 ) 12/16/2018 Common Stock 2,239 $ 0 6,716 D Employee Stock Option (right to buy) Holding $ 80.17 09/28/2016 M 1,363 ( 7 ) 12/16/2018 Common Stock 1,363 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 106 09/28/2016 M 998 ( 7 ) 12/10/2019 Common Stock 998 $ 0 0 I By spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sprecher Jeffrey C 5660 NEW NORTHSIDE DRIVE ATLANTA, GA30328 X Chief Executive Officer Signatures /s/Andrew J. Surdykowski, Attorney-in-fact 09/30/2016 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 )The common stock number referred in Table I is an aggregate number and represents 275,821 shares of common stock and 32,949 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 performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting. ( 3 )As previously reported, the reporting person also indirectly owns 758,341 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 indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. ( 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 shares directly and indirectly owns shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. ( 5 )The common stock number referred in Table I is an aggregate number and represents 19,707 shares of common stock and 3,529 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 performance based restricted stock units vest each year. The satisfaction of the performance target for the 2016 performance based restricted stock units and the one-time NYSE merger-related performance based restricted stock units, and the corresponding number of shares of common stock to be issued pursuant to these awards, will not be determined until February 2017 and will be reported at the time of vesting. ( 6 )As previously reported, the reporting person also indirectly owns 758,341 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. ( 7 )These options are fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U .S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.