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Filing Details

Accession Number:: 0001144204-12-056458
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-16 18:02:19
Reporting Period:: 2012-08-09

Filing Date:: 2012-10-16
Accepted Time:: 2012-10-16 18:02:19
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1270073	Intercept Pharmaceuticals Inc	ICPT	Pharmaceutical Preparations (2834)	223868459

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1171005	Jonathan Silverstein	C/O Intercept Pharmaceuticals, Inc. 18 Desbrosses Street New York NY 10013		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-10-16	1,817,300	$0.00	1,817,300	No	4	C	Indirect	See Foonote
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-10-16	333,334	$15.00	2,150,634	No	4	P	Indirect	See Foonote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Foonote
No	4	P	Indirect	See Foonote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Preferred Stock	Acquisiton	2012-08-09	10,500,000	$2.00	1,817,300	$0.00
Common Stock	Series C Preferred Stock	Disposition	2012-10-16	10,500,000	$0.00	1,817,300	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,500,000			No	4	P	Indirect
0			No	4	C	Indirect

Footnotes

On August 9, 2012, OrbiMed Private Investments IV, LP ("OPI IV") purchased an aggregate of 10,500,000 shares of the Issuer's Series C Preferred Stock. These shares of Series C Preferred Stock had no expiration date and were converted into shares of the Issuer's common stock without the payment of additional consideration upon the closing of the Issuer's initial public offering (the "IPO") based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended. Upon the closing of the IPO, all 10,500,000 shares of Series C Preferred Stock held by OPI IV were converted into 1,817,300 shares of common stock at a conversion rate of 1 share of common stock for every 5.7778 shares of Series C Preferred Stock, and such conversion is reflected in the amount of common stock underlying the security.
Not applicable.
Reflects a 1-for-5.7778 reverse split of the Issuer's common stock effected on September 26, 2012.
These shares are held of record by OPI IV. OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV and OrbiMed Advisors LLC ("Advisors") is the managing member of GP IV LLC. Samuel D. Isaly ("Isaly") is the managing member of and owner of a controlling interest in Advisors and may be deemed to have voting and investment power over the shares held by OPI IV. Mr. Silverstein is a member of Advisors.
Each of GP IV, Advisors, Isaly and Mr. Silverstein disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Reflects shares of common stock purchased in the Issuer's initial public offering.
This transaction is being reported on this Form 4 solely for the purposes of reporting the transactions that occurred within six months of the first transaction by the reporting person giving rise to the filing of this report on Form 4, in compliance with Rule 16a-2(a) promulgated under the Exchange Act.