SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Swann Paul

(Last)

(First)

(Middle)

2100 RIVEREDGE PARKWAY

SUITE 500

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014

3. Issuer Name and Ticker or Trading Symbol
IntercontinentalExchange Group, Inc. [ ICE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres&Mang Dir, ICE Clear Euro

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,375⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy) Holding	⁽²⁾	12/10/2019	Common Stock	4,931	$106	D
Employee Stock Option (right to buy) Holding	⁽²⁾	12/16/2018	Common Stock	4,097	$80.17	D
Employee Stock Option (right to buy) Holding	⁽²⁾	12/28/2017	Common Stock	1,110	$189.43	D
Employee Stock Option (right to buy) Holding	⁽²⁾	07/09/2017	Common Stock	2,389	$156.78	D
Employee Stock Option (right to buy) Holding	⁽³⁾	01/17/2024	Common Stock	5,527	$206.87	D
Employee Stock Option (right to buy) Holding	⁽⁴⁾	01/11/2023	Common Stock	6,508	$129.36	D
Empoyee Stock Option (right to buy) Holding	⁽²⁾	01/11/2021	Common Stock	4,059	$112.48	D
Employee Stock Option (right to buy) Holding	⁽⁵⁾	01/17/2022	Common Stock	3,460	$112.15	D

Explanation of Responses:

1. The common stock number referred to in Table I is an aggregate number and represents 2,225 shares of common stock and 5,150 unvested performance based restricted stock units, for which the performance period has been satisfied. The performance based restricted stock units vest over a three year period, in which 33.33% of the performance based restricted stock units vest each year on the anniversary of the respective grant dates.

2. These options are fully vested.

3. 33.33% of the options vest on January 17, 2015, the first anniversary date of grant, and the remaining 66.67% of the options vest in equal monthly installments between February 17, 2015 and January 17, 2017.

4. 33.33% of the options vest on January 11, 2014, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 11, 2014 and January 11, 2016.

5. 33.33% of the options vested on January 17, 2013, the first anniversary date of grant, and the remaining 66.67% of the options either have vested or will vest in equal monthly installments between February 17, 2013 and January 17, 2015.

Remarks:

	/s/ Andrew J. Surdykowski, Attorney-in-fact	03/04/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.