| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/13/2024 | M | 27,970(1) | A | $41.59 | 161,587 | D | |||
| Common Stock | 02/13/2024 | M | 1,995 | A | $50.01 | 163,582 | D | |||
| Common Stock | 02/13/2024 | M | 2,875 | A | $57.31 | 166,457 | D | |||
| Common Stock | 02/13/2024 | S | 10,338(1) | D | $134.379(2) | 156,119 | D | |||
| Common Stock | 02/13/2024 | S | 3,647(3) | D | $134.881(4) | 152,472 | D | |||
| Common Stock | 02/13/2024 | S | 6,182(3) | D | $134.8342(5) | 146,290 | D | |||
| Common Stock | 02/13/2024 | S | 7,803(3) | D | $135.0722(6) | 138,487 | D | |||
| Common Stock | 02/12/2024 | A | 25,864(7) | A | $0 | 164,351 | D | |||
| Common Stock | 02/12/2024 | F | 3,902(8) | D | $135.46 | 160,449(9)(10) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) Holding | $41.59 | 02/13/2024 | M | 27,970 | (11) | 01/20/2025 | Common Stock | 27,970 | $0 | 0 | D | ||||
| Employee Stock Option (right to buy) Holding | $50.01 | 02/13/2024 | M | 1,995 | (11) | 01/14/2026 | Common Stock | 1,995 | $0 | 23,310 | D | ||||
| Employee Stock Option (right to buy) Holding | $57.31 | 02/13/2024 | M | 2,875 | (11) | 01/18/2027 | Common Stock | 2,875 | $0 | 25,723 | D | ||||
| Employee Stock Option (right to buy) Holding | $135.46 | 02/12/2024 | A | 26,622 | (12) | 02/12/2034 | Common Stock | 26,622 | $0 | 26,622 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 10, 2023. |
| 2. The price range for the aggregate amount sold by the direct holder is $133.72 - $134.69. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. |
| 3. This transaction was effected pursuant to a Rule 10b5-1 trading plan which was approved and became effective as of November 10, 2023. |
| 4. The price range for the aggregate amount sold by the direct holder is $134.72 - $135.17. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. |
| 5. The price range for the aggregate amount sold by the direct holder is $134.04 - $135.03. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. |
| 6. The price range for the aggregate amount sold by the direct holder is $135.04 - $135.18. The Issuer will upon request by the Staff of the U.S. Securities and Exchange Commission or a security holder of the Issuer provide the full information regarding the number of shares sold at each separate price. |
| 7. Represents shares of performance based restricted stock units granted to the filing person on February 3, 2023. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2023 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 12, 2024, 1/3 on February 12, 2025 and 1/3 on February 12, 2026). Of the 25,864 shares, 8,621 were issued on February 12, 2024, of which 3,902 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 17,243 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. |
| 8. Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation. |
| 9. The common stock number referred in Table I is an aggregate number and represents 129,932 shares of common stock and 30,517 unvested performance based restricted stock units, for which the performance period has been satisfied. These performance based restricted stock units vest over a three year period, in which 33.33% of the units vest each year. The satisfaction of the 2024 performance based restricted units 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 2025 and will be reported at the time of vesting. The satisfaction of the 2022, 2023 and 2024 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, February 2026 and February 2027, respectively, and will be reported at the time of vesting. |
| 10. The satisfaction of the performance based restricted stock units granted as Deal Incentive Awards and the corresponding number of shares to be issued pursuant to these awards, will not be determined until December 2026, December 2027 and December 2028 and will be subject to additional time-based vesting conditions and, if applicable, a subsequent one-year holding period. |
| 11. These options are fully vested. |
| 12. These options vest in accordance with the following schedule: 33.33% of the options vest on February 12, 2025, 33.33% of the options vest on February 12, 2026 and 33.33% of the options vest on February 12, 2027. |
| /s/ Octavia N. Spencer, Attorney-in-fact | 02/14/2024 | |
| ** 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 4 (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. | ||