Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Swann Paul
2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2014
3. Issuer Name and Ticker or Trading Symbol
IntercontinentalExchange Group, Inc. [ICE]
(Last)
(First)
(Middle)
2100 RIVEREDGE PARKWAY, SUITE 500
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 Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30328
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Swann Paul
2100 RIVEREDGE PARKWAY
SUITE 500
ATLANTA, GA 30328
      Pres&Mang Dir, ICE Clear Euro  

Signatures

/s/ Andrew J. Surdykowski, Attorney-in-fact 03/04/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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