SEC Form 4 · accession 0001209191-16-104687

Intercontinental Exchange, Inc. · ICE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares of performance based restricted stock units granted to the filing person on February 27, 2014. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2014 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 27, 2015, 1/3 on February 27, 2016 and 1/3 on February 27, 2017). Of the 6,069 shares, 2,024 shares were issued on February 29, 2016, of which 942 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,023 shares are scheduled to be issued on the remaining vesting date and taxes for this future issuance will be withheld and reported at the time the shares are issued.
• F2The common stock number referred in Table I is an aggregate number and represents 15,901 shares of common stock, 4,926 unvested restricted stock units and 10,899 unvested performance based restricted stock units, for which the performance period has been satisfied. The restricted stock units and the performance based restricted stock units vest over a three year period, in which 33.33% of the restricted stock units and 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.