Jeffrey C. Sprecher - Feb 13, 2024 Form 4 Insider Report for Intercontinental Exchange, Inc. (ICE)

Signature
/s/ Octavia N. Spencer, Attorney-in-fact
Stock symbol
ICE
Transactions as of
Feb 13, 2024
Transactions value $
-$725,814
Form type
4
Date filed
2/15/2024, 05:33 PM
Previous filing
Feb 14, 2024
Next filing
Feb 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICE Common Stock Tax liability -$726K -5.4K -0.43% $134.41 1.24M Feb 13, 2024 Direct F1, F2, F3
holding ICE Common Stock 2.77M Feb 13, 2024 CPEX F4
holding ICE Common Stock 81.6K Feb 13, 2024 By spouse F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of performance based restricted stock units granted to the filing person on February 4, 2022. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2022 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 13, 2023, 1/3 on February 13, 2024 and 1/3 on February 13, 2025). Of the 35,719 shares, 11,906 were issued on February 13, 2024, of which 5,400 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 11,907 shares are scheduled to be issued on February 13, 2025 and taxes for this future issuance will be withheld and reported at the time the shares are issued.
F2 The common stock number referred in Table I is an aggregate number and represents 1,149,552 shares of common stock and 86,477 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 PSUs 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.
F3 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.
F4 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.
F5 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.