Ownership Submission
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

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 *
Niederauer Duncan L
  2. Issuer Name and Ticker or Trading Symbol
IntercontinentalExchange Group, Inc. [ICE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President&CEO of NYSE Euronext
(Last)
(First)
(Middle)
2100 RIVEREDGE PARKWAY, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2013
(Street)

ATLANTA, GA 30328
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/13/2013   A   202,167 A (1) (2) (3) (4) 202,167 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Niederauer Duncan L
2100 RIVEREDGE PARKWAY
SUITE 500
ATLANTA, GA 30328
      President&CEO of NYSE Euronext  

Signatures

 /s/ Andrew J. Surdykowski, Attorney-in-fact   11/14/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) As of the effective time (the "Effective Time") of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. ("ICE Group"), NYSE Euronext, Braves Merger Sub, Inc., and NYSE Euronext Holdings LLC (formerly known as Baseball Merger Sub, LLC) (the "Merger Agreement"), each share of common stock of NYSE Euronext and each restricted stock unit of NYSE Euronext held by the reporting person was converted, respectively, into the right to receive a combination of shares of common stock of ICE Group and cash and an award of a substantially equivalent restricted stock unit denominated in common stock of ICE Group, as adjusted by the equity exchange factor of 0.2275, pursuant to the terms of the Merger Agreement. This footonote is continued onto footnote 2.
(2) The common stock referred in Table I is an aggregate number and represents 58,873 shares of common stock of ICE Group and 143,294 restricted stock units of ICE Group held by the reporting person immediately following the Effective Time.
(3) 5,334 of the restricted stock units vest and are settled on February 8, 2014, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 14,411 of the restricted stock units vest and are settled in equal installments on each of February 11, 2014 and 2015, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 10,819 of the restricted stock units vest and are settled in three equal installments on each of February 6, 2014, 2015 and 2016, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder; 15,499 of the restricted stock units vest and are settled on February 8, 2014, subject to the reporting person's continued employment with the Issuer; (This footnote is continued onto footnote 4).
(4) 23,583 of the restricted stock units vest and are settled on February 11, 2015, subject to the reporting person's continued employment with the Issuer; 9,688 of the restricted stock units vest and are settled on February 6, 2016, subject to the terms of NYSE Euronext's Omnibus Incentive Plan and the applicable award agreement issued thereunder, and 63,960 of the restricted stock units vested as of the Effective Time.

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