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FORM 4
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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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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Sprecher Jeffrey C |
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2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ICE]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer
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5660 NEW NORTHSIDE DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2022 |
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ATLANTA, GA 30328 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 09/21/2022 |
| M |
| 63,680 (1) | A |
$41.37 | 1,341,092 (2) | D |
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| Common Stock | 09/21/2022 |
| M |
| 1,492 (1) | A |
$67 | 1,342,584 | D |
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| Common Stock | 09/21/2022 |
| S |
| 27,801 (1) | D |
$94.0621 (3) | 1,314,783 | D |
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| Common Stock | 09/21/2022 |
| S |
| 43,299 (1) | D |
$95.2199 (4) | 1,271,484 | D |
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| Common Stock | 09/21/2022 |
| S |
| 16,277 (1) | D |
$95.7421 (5) | 1,255,207 (6) | D |
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| Common Stock | 09/21/2022 |
| S |
| 3,212 (1) | D |
$94.0687 (7) | 3,008,493 | I | CPEX |
| Common Stock | 09/21/2022 |
| S |
| 5,198 (1) | D |
$95.2489 (8) | 3,003,295 | I | CPEX |
| Common Stock | 09/21/2022 |
| S |
| 1,590 (1) | D |
$95.7856 (9) | 3,001,705 (10) | I | CPEX |
| Common Stock |
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| 81,570 (11) | I | By spouse |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Employee Stock Option (right to buy) Holding |
$41.37 | 09/21/2022 |
| M |
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| 63,680 |
(12) | 01/17/2024 | Common Stock | 63,680 |
$
0
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0
| D |
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| Employee Stock Option (right to buy) Holding |
$67 | 09/21/2022 |
| M |
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| 1,492 |
(12) | 02/08/2028 | Common Stock | 1,492 |
$
0
| 152,299 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Sprecher Jeffrey C
5660 NEW NORTHSIDE DRIVE
ATLANTA, GA 30328 |
X
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Chief Executive Officer |
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Signatures
| /s/ Octavia N. Spencer, Attorney-in-fact | |
09/22/2022 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | 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. |
| (2) | Amount of securities beneficially owned includes 132 shares acquired under the Intercontinental Exchange, Inc. Employee Stock Purchase Plan on June 30, 2022. |
| (3) | The price range for the aggregate amount sold by the direct holder is $93.59 - $94.58. 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. |
| (4) | The price range for the aggregate amount sold by the direct holder is $94.60 - $95.59. 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. |
| (5) | The price range for the aggregate amount sold by the direct holder is $95.60 - $95.98. 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. |
| (6) | The common stock number referred in Table I is an aggregate number and represents 1,195,363 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. |
| (7) | The price range for the aggregate amount sold by the direct holder is $93.62 - $94.54. 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) | The price range for the aggregate amount sold by the direct holder is $94.65 - $95.63. 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. |
| (9) | The price range for the aggregate amount sold by the direct holder is $95.65 - $95.98. 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. |
| (10) | As previously reported, the reporting person also indirectly owns 3,001,705 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. |
| (11) | 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. |
| (12) | These options are fully vested. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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