Warren Gardiner - Feb 16, 2022 Form 4 Insider Report for Intercontinental Exchange, Inc. (ICE)

Role: Chief Financial Officer
Signature: /s/ Octavia N. Spencer, Attorney-in-fact
Stock symbol: ICE
Transactions as of: Feb 16, 2022
Transactions value $: -$98,062
Form type: 4
Date filed: 2/18/2022, 03:35 PM
Previous filing: Feb 17, 2022
Next filing: Feb 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICE	Common Stock	Tax liability	-$98.1K	-780	-3.99%	$125.72	18.8K	Feb 16, 2022	Direct	F1, F2

* 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 7, 2020. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2020 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 16, 2021, 1/3 on February 16, 2022 and 1/3 on February 16, 2023). Of the 3,446 shares remaining, 1,723 were issued on February 16, 2022, of which 780 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,723 shares are scheduled to be issued on February 16, 2023 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 8,077 shares of common stock and 3,355 unvested restricted stock units ("RSUs"), and 7,324 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 2022 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 2023 and will be reported at the time of vesting. The satisfaction of the 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 2025 and will be reported at the time of vesting.

Content

Represents shares of performance based restricted stock units granted to the filing person on February 7, 2020. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2020 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 16, 2021, 1/3 on February 16, 2022 and 1/3 on February 16, 2023). Of the 3,446 shares remaining, 1,723 were issued on February 16, 2022, of which 780 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,723 shares are scheduled to be issued on February 16, 2023 and taxes for this future issuance will be withheld and reported at the time the shares are issued.

The common stock number referred in Table I is an aggregate number and represents 8,077 shares of common stock and 3,355 unvested restricted stock units ("RSUs"), and 7,324 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 2022 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 2023 and will be reported at the time of vesting. The satisfaction of the 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 2025 and will be reported at the time of vesting.