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^*

King Elizabeth Kathryn

(Last)

(First)

(Middle)

5660 NEW NORTHSIDE DR

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
Intercontinental Exchange, Inc. [ ICE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global Head of Clearing & CRO

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	19,159⁽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⁾	02/07/2030	Common Stock	10,930	$92.63	D
Employee Stock Option (right to buy) Holding	⁽³⁾	02/05/2031	Common Stock	11,011	$114.19	D
Employee Stock Option (right to buy) Holding	⁽⁴⁾	02/04/2032	Common Stock	10,643	$129.76	D
Employee Stock Option (right to buy) Holding	⁽⁵⁾	02/03/2033	Common Stock	10,954	$107.66	D

Explanation of Responses:

1. The common stock number referred in Table I is an aggregate number and represents 13,491 shares of common stock and 768 unvested restricted stock units ("RSUs"), and 4,900 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.

2. These options are fully vested.

3. These options vest in accordance with the following schedule: 33.33% of the options vested on February 5, 2022, 33.33% of the options vested on February 5, 2023 and 33.33% of the options vest on February 5, 2024.

4. These options vest in accordance with the following schedule: 33.33% of the options vested on February 4, 2023, 33.33% of the options vest on February 4, 2024 and 33.33% of the options vest on February 4, 2025.

5. These options vest in accordance with the following schedule: 33.33% of the options vest on February 3, 2024, 33.33% of the options vest on February 3, 2025 and 33.33% of the options vest on February 3, 2026.

Remarks:

	/s/ Octavia N. Spencer, Attorney-in-fact	01/10/2024
	** 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 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.
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