Insider filing report for Changes in Beneficial Ownership
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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 *
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)
02/18/2022
(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 02/18/2022 F 10,070( 1 ) D $ 122.87 1,284,945 D
Common Stock 02/18/2022 A 58,012( 2 ) A $ 0 1,342,957 D
Common Stock 02/18/2022 F 26,417( 3 ) D $ 122.87 1,316,540( 4 ) D
Common Stock 02/22/2022 S 9,400( 5 ) D $ 123.0757( 6 ) 3,022,305 I CPEX
Common Stock 02/22/2022 S 600( 5 ) D $ 123.6917( 7 ) 3,021,705( 8 ) I CPEX
Common Stock 81,570( 9 ) 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
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 02/23/2022
** 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 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.
( 2 )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.
( 3 )Represents shares of common stock underlying vested TSR PSUs that are being withheld to satisfy payment of the Issuer's tax withholding obligations.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.
( 8 )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.
( 9 )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.

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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