Intercontinental Exchange : Description Statement of Changes in Beneficial Ownership

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 OF

SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or

Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *	2. Issuer Name and Ticker or Trading Symbol	5. Relationship of Reporting Person(s) to Issuer
		(Check all applicable)

Sprecher Jeffrey C

Intercontinental Exchange, Inc. [ ICE ]

(Last)

(First)

(Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)

__X__ Director

_____ 10% Owner

__X__ Officer (give title below) _____ Other (specify below)

5660 NEW NORTHSIDE DRIVE

9/19/2019

Chief Executive Officer

(Street)

4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)

ATLANTA, GA 30328

_X _ Form filed by One Reporting Person

(City)

(State)

(Zip)

___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security

2. Trans. Date

2A. Deemed

3. Trans. Code

4. Securities Acquired (A)

5. Amount of Securities Beneficially Owned

6.

7. Nature

(Instr. 3)

Execution

(Instr. 8)

or Disposed of (D)

Following Reported Transaction(s)

Ownership

of Indirect

Date, if any

(Instr. 3, 4 and 5)

(Instr. 3 and 4)

Form:

Beneficial

Direct (D)

Ownership

or Indirect

(Instr. 4)

(A) or

(I) (Instr.

Code

V

Amount

(D)

Price

4)

Common Stock

9/19/2019

F

1184 (1)

D

$93.53

110073 (2)(3)(4)

I

By

spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate

2.

3. Trans.

3A. Deemed

4. Trans. Code

5. Number of

6. Date Exercisable and

7. Title and Amount of

8. Price of

9. Number of

10.

11. Nature

Security

Conversion

Date

Execution

(Instr. 8)

Derivative Securities

Expiration Date

Securities Underlying

Derivative

derivative

Ownership

of Indirect

(Instr. 3)

or Exercise

Date, if any

Acquired (A) or

Derivative Security

Security

Securities

Form of

Beneficial

Price of

Disposed of (D)

(Instr. 3 and 4)

(Instr. 5)

Beneficially

Derivative

Ownership

Derivative

(Instr. 3, 4 and 5)

Owned

Security:

(Instr. 4)

Security

Following

Direct (D)

Date

Expiration

Title

Amount or Number of

Reported

or Indirect

Code

V

(A)

(D)

Exercisable

Date

Shares

Transaction(s)

(I) (Instr.

(Instr. 4)

4)

Explanation of Responses:

1. Represents shares of restricted stock issued to the filing person on September 19, 2018. The restricted stock units vest over three years (1/3 on September 19, 2019, 1/3 on September 19, 2020 and 1/3 on September 19, 2021). Of the 7,733 shares, 2,577 shares were issued on September 19, 2019, of which 1,184 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 5,156 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances will be withheld and reported at the time the shares are issued.
2. Amount of securities beneficially owned includes 165 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 28, 2019.
3. The common stock number referred in Table I is an aggregate number and represents 101,427 shares of common stock and 5,156 unvested restricted stock units ("RSUs"), and 3,490 unvested performance based restricted stock units ("PSU's"), for which the performance period has been satisfied. The RSUs and PSUs vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2017 and 2018 total shareholder return PSUs and the corresponding number of shares to be issued pursuant to these awards, will note be determined until February 2020 and February 2021, respectively, and will be reported at the time of vesting.
4. As previously reported, the reporting person also indirectly owns 3,631,705 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 also beneficially owns shares directly.

Reporting Owners

Reporting Owner Name / Address		Relationships
Director	10% Owner	Officer	Other
Sprecher Jeffrey C
5660 NEW NORTHSIDE DRIVE	X		Chief Executive Officer
ATLANTA, GA 30328
Signatures
/s/ Octavia N. Spencer, Attorney-in-fact	9/23/2019

**Signature of Reporting Person

Date

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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