Warren Gardiner - 13 Feb 2023 Form 4 Insider Report for Intercontinental Exchange, Inc. (ICE)

Signature
/s/ Octavia N. Spencer, Attorney-in-fact
Issuer symbol
ICE
Transactions as of
13 Feb 2023
Net transactions value
-$54,595
Form type
4
Filing time
15 Feb 2023, 16:01:11 UTC
Previous filing
09 Feb 2023
Next filing
17 Feb 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICE Common Stock Award $0 +3,571 +23% $0.000000 19,053 13 Feb 2023 Direct F1
transaction ICE Common Stock Tax liability $54,595 -500 -2.6% $109.19 18,553 13 Feb 2023 Direct F2, F3
* 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 3,571 shares, 1,190 were issued on February 13, 2023, of which 500 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 2,381 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 Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
F3 The common stock number referred in Table I is an aggregate number and represents 8,521 shares of common stock and 1,561 unvested restricted stock units ("RSUs"), and 8,471 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 2023 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 2024 and will be reported at the time of vesting. The satisfaction of the 2022 and 2023 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 February 2026, respectively, and will be reported at the time of vesting.