Sec Form 4 Filing - Sprecher Jeffrey C @ Intercontinental Exchange, Inc. - 2020-02-14

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) 02/14/2020 (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 02/14/2020 M 15,450 A $ 25.87 93,784 I By spouse Common Stock 02/14/2020 M 20,725 A $ 41.37 114,509 I By spouse Common Stock 02/14/2020 M 22,895 A $ 41.59 137,404 I By spouse Common Stock 02/14/2020 M 18,980 A $ 50.01 156,384 I By spouse Common Stock 02/14/2020 M 19,065 A $ 57.31 175,449 I By spouse Common Stock 02/14/2020 M 7,796 A $ 77.58 183,245 ( 1 ) I By spouse Common Stock 3,571,705 ( 2 ) I CPEX Common Stock 1,403,638 ( 3 ) D

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 $ 25.87 02/14/2020 M 15,450 ( 4 ) 01/11/2023 Common Stock 15,450 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 41.37 02/14/2020 M 20,725 ( 4 ) 01/17/2024 Common Stock 20,725 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 41.59 02/14/2020 M 22,895 ( 4 ) 01/20/2025 Common Stock 22,895 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 50.01 02/14/2020 M 18,980 ( 4 ) 01/14/2026 Common Stock 18,980 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 57.31 02/14/2020 M 19,065 ( 4 ) 01/18/2027 Common Stock 19,065 $ 0 0 I By spouse Employee Stock Option (right to buy) Holding $ 77.58 02/14/2020 M 7,796 ( 4 ) 09/19/2028 Common Stock 7,796 $ 0 3,899 ( 5 ) 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/ Octavia N. Spencer, Attorney-in-fact 02/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, the reporting person also indirectly owns 183,245 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership. ( 2 )These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly. ( 3 )The common stock number referred in Table I is an aggregate number and represents 1,330,083 shares of common stock and 73,555 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 t he units vest each year. The satisfaction of the 2019 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 2020 and will be reported at the time of vesting. The satisfaction of the 2017, 2018 and 2019 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 2020, February 2021 and February 2022, respectively, and will be reported at the time of vesting. ( 4 )These options are fully vested. ( 5 )Any remaining unvested stock options will be forfeited after February 18, 2020 due to the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. on December 20, 2019.

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.