SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sprecher Jeffrey C
(Last) (First) (Middle)
5660 NEW NORTHSIDE DRIVE
(Street)
ATLANTA GA 30328
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/14/2020 M 15,450 A $25.87 93,784 I By spouse
Common Stock 02/14/2020 M 20,725 A $41.37 114,509 I By spouse
Common Stock 02/14/2020 M 22,895 A $41.59 137,404 I By spouse
Common Stock 02/14/2020 M 18,980 A $50.01 156,384 I By spouse
Common Stock 02/14/2020 M 19,065 A $57.31 175,449 I By spouse
Common Stock 02/14/2020 M 7,796 A $77.58 183,245(1) I By spouse
Common Stock 3,571,705(2) I CPEX
Common Stock 1,403,638(3) D
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) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) Holding $25.87 02/14/2020 M 15,450 (4) 01/11/2023 Common Stock 15,450 $0.00 0 I By spouse
Employee Stock Option (right to buy) Holding $41.37 02/14/2020 M 20,725 (4) 01/17/2024 Common Stock 20,725 $0.00 0 I By spouse
Employee Stock Option (right to buy) Holding $41.59 02/14/2020 M 22,895 (4) 01/20/2025 Common Stock 22,895 $0.00 0 I By spouse
Employee Stock Option (right to buy) Holding $50.01 02/14/2020 M 18,980 (4) 01/14/2026 Common Stock 18,980 $0.00 0 I By spouse
Employee Stock Option (right to buy) Holding $57.31 02/14/2020 M 19,065 (4) 01/18/2027 Common Stock 19,065 $0.00 0 I By spouse
Employee Stock Option (right to buy) Holding $77.58 02/14/2020 M 7,796 (4) 09/19/2028 Common Stock 7,796 $0.00 3,899(5) I By spouse
Explanation of Responses:
1. As previously reported, the reporting person also indirectly owns 183,245 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.
2. These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.
3. The common stock number referred in Table I is an aggregate number and represents 1,330,083 shares of common stock and 73,555 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 2019 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 2020 and will be reported at the time of vesting. The satisfaction of the 2017, 2018 and 2019 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, February 2021 and February 2022, respectively, and will be reported at the time of vesting.
4. These options are fully vested.
5. Any remaining unvested stock options will be forfeited after February 18, 2020 due to the Reporting Person's spouse's departure from Intercontinental Exchange, Inc. on December 20, 2019.
Remarks:
/s/ Octavia N. Spencer, Attorney-in-fact 02/18/2020
** 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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