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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/21/24 |
| Issuer: |
| Issuer CIK: 1571949 |
| Issuer Name: Intercontinental Exchange, Inc. |
| Issuer Trading Symbol: ICE |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1343882 |
| | Owner Name: Sprecher Jeffrey C |
| Reporting Owner Address: |
| | Owner Street 1: 5660 NEW NORTHSIDE DRIVE |
| | Owner Street 2: |
| | Owner City: ATLANTA |
| | Owner State: GA |
| | Owner ZIP Code: 30328 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Executive Officer |
| Aff 10b5 One? Yes |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 39,631 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 136.2542 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,188,430 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/21/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,535 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 136.8055 |
| Footnote ID: F3 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,179,895 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,771,705 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: CPEX |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 81,570 |
| Footnote ID: F7 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By spouse |
| Footnotes: |
| Footnote - F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of August 7, 2023. |
| Footnote - F2: The price range for the aggregate amount sold by the direct holder is $135.63 - $136.62. 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. |
| Footnote - F3: The price range for the aggregate amount sold by the direct holder is $136.63 - $137.10. 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. |
| Footnote - F4: The common stock number referred in Table I is an aggregate number and represents 1,110,990 shares of common stock and 68,905 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 2024 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 2025 and will be reported at the time of vesting. The satisfaction of the 2022, 2023 and 2024 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 2025, February 2026 and February 2027 respectively, and will be reported at the time of vesting. |
| Footnote - F5: The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period. |
| Footnote - F6: As previously reported, the reporting person also indirectly owns 2,771,705 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. |
| Footnote - F7: 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. |
| Owner Signature: |
| Signature Name: /s/ Octavia N. Spencer, Attorney-in-fact |
| Signature Date: 2/23/24 |
