Warren Gardiner - Feb 15, 2023 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 15, 2023
Transactions value $: -$90,714
Form type: 4
Date filed: 2/17/2023, 04:05 PM
Previous filing: Feb 15, 2023
Next filing: Feb 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICE	Common Stock	Tax liability	-$90.7K	-835	-4.5%	$108.64	17.7K	Feb 15, 2023	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 5, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2021 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 15, 2022, 1/3 on February 15, 2023 and 1/3 on February 15, 2024). Of the 3,677 shares remaining, 1,838 were issued on February 15, 2023, of which 835 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,839 shares are scheduled to be issued on February 15, 2024 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 9,524 shares of common stock and 1,561 unvested restricted stock units ("RSUs"), and 6,633 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.

Content

Represents shares of performance based restricted stock units granted to the filing person on February 5, 2021. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2021 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 15, 2022, 1/3 on February 15, 2023 and 1/3 on February 15, 2024). Of the 3,677 shares remaining, 1,838 were issued on February 15, 2023, of which 835 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 1,839 shares are scheduled to be issued on February 15, 2024 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 9,524 shares of common stock and 1,561 unvested restricted stock units ("RSUs"), and 6,633 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.