Warren Gardiner - Feb 28, 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 28, 2022
Transactions value $: -$52,657
Form type: 4
Date filed: 3/2/2022, 03:37 PM
Previous filing: Feb 25, 2022
Next filing: Feb 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICE	Common Stock	Tax liability	-$52.7K	-411	-2.54%	$128.12	15.8K	Feb 28, 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 restricted stock issued to the filing person on February 26, 2021. The restricted stock units vest over three years (1/3 on February 26, 2022, 1/3 on February 26, 2023 and 1/3 on February 26, 2024). Of the 2,719 shares, 906 shares were issued on February 28, 2022, of which 411 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,813 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances 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 7,214 shares of common stock and 2,449 unvested restricted stock units ("RSUs"), and 6,090 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 restricted stock issued to the filing person on February 26, 2021. The restricted stock units vest over three years (1/3 on February 26, 2022, 1/3 on February 26, 2023 and 1/3 on February 26, 2024). Of the 2,719 shares, 906 shares were issued on February 28, 2022, of which 411 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,813 shares are scheduled to be issued on the two remaining vesting dates and taxes for these future issuances 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 7,214 shares of common stock and 2,449 unvested restricted stock units ("RSUs"), and 6,090 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.