SEC Form 4 · accession 0001209191-17-013232

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 January 20, 2015. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2015 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 17, 2016, 1/3 on February 17, 2017 and 1/3 on February 17, 2018). Of the 39,945 shares, 13,315 shares were issued on February 17, 2017, of which 6,405 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 13,315 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 68,469 shares of common stock and 38,703 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 2017 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 2018 and will be reported at the time of vesting. The satisfaction of the 2017 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 and will be reported at the time of vesting.