FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sprecher Jeffrey C
2. Issuer Name and Ticker or Trading Symbol

Intercontinental Exchange, Inc. [ ICE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

5660 NEW NORTHSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2021
(Street)

ATLANTA, GA 30328
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/16/2021  A  74099 (1)A$0.00 1403691 D  
Common Stock 2/16/2021  F  11169 (2)D$112.42 1392522 (3)D  
Common Stock         3271705 (4)I CPEX 
Common Stock         81570 (5)I By spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents shares of performance based restricted stock units granted to the filing person on February 7, 2020. The vesting of the shares of performance based restricted stock units was conditioned upon the achievement of certain 2020 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 16, 2021, 1/3 on February 16, 2022 and 1/3 on February 16, 2023). Of the 74,099 shares, 24,700 were issued on February 16, 2021, of which 11,169 shares were withheld to satisfy payment of the Issuer's tax withholding obligation. The remaining 49,399 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.
(2) Represents shares of common stock underlying vested restricted stock units that are being withheld to satisfy payment of the Issuer's tax withholding obligation.
(3) The common stock number referred in Table I is an aggregate number and represents 1,298,897 shares of common stock and 93,625 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 2021 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 2022 and will be reported at the time of vesting. The satisfaction of the 2019, 2020 and 2021 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 2022, February 2023 and February 2024, respectively, and will be reported at the time of vesting.
(4) These shares are beneficially owned directly by Continental Power Exchange, Inc. ("CPEX"). Mr. Sprecher beneficially owns 100% of the equity interest in CPEX directly.
(5) As previously reported, the reporting person also indirectly owns 81,570 shares that are beneficially owned directly by the reporting person's spouse for which the reporting person disclaims beneficial ownership.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sprecher Jeffrey C
5660 NEW NORTHSIDE DRIVE
ATLANTA, GA 30328
X
Chief Executive Officer

Signatures
/s/ Octavia N. Spencer, Attorney-in-fact2/18/2021
**Signature of Reporting PersonDate

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