Lynn C. Martin - Feb 13, 2023 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, 2023
Transactions value $
-$145,987
Form type
4
Date filed
2/15/2023, 04:03 PM
Previous filing
Feb 14, 2023
Next filing
Feb 17, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ICE Common Stock Award $0 +7.86K +16.19% $0.00 56.4K Feb 13, 2023 Direct F1
transaction ICE Common Stock Tax liability -$146K -1.34K -2.37% $109.19 55K Feb 13, 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 7,858 shares, 2,618 were issued on February 13, 2023, of which 1,337 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 5,240 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 33,659 shares of common stock and 2,560 unvested restricted stock units ("RSUs"), and 18,825 unvested performance based restricted stock units ("PSUs"), 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 2021, 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 2024, February 2025 and February 2026, respectively, and will be reported at the time of vesting.