Sec Form 4 Filing - Surdykowski Andrew J @ Intercontinental Exchange, Inc. - 2021-02-18

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Surdykowski Andrew J
2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
5660 NEW NORTHSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2021
(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 02/18/2021 F 929 ( 1 ) D $ 113.86 41,566 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Surdykowski Andrew J
5660 NEW NORTHSIDE DRIVE
ATLANTA, GA30328
General Counsel
Signatures
/s/ Octavia N. Spencer, Attorney-in-fact 02/22/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 vest over three years (1/3 on February 18, 2020, 1/3 on February 18, 2021 and 1/3 on February 18, 2022). Of the 4,114 shares remaining, 2,057 were issued on February 18, 2021, of which 929 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,057 shares are scheduled to be issued on February 18, 2022 and taxes for this future issuance will be withheld and reported at the time the shares are issued.
( 2 )The common stock number referred in Table I is an aggregate number and represents 34,915 shares of common stock and 6,651 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 2021 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 2022 and will be reported at the time of vesting. The satisfaction of the 2019, 2020 and 2021 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 2022, February 2023 and February 2024, respectively, and will be reported at the time of vesting.

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).

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