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Filing Details

Accession Number:: 0000947871-14-000535
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-08-18 21:07:02
Reporting Period:: 2014-08-14

Filing Date:: 2014-08-18
Accepted Time:: 2014-08-18 21:07:02
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	Director	Officer	Large Shareholder	Other
1055949	D Samuel Isaly	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	No
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	No
1502240	Orbimed Capital Gp Iv Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	Yes	No	No	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	Disposition	2014-08-14	3,704	$292.70	1,652,878	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	4,468	$293.85	1,648,410	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	3,254	$294.96	1,645,156	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	7,062	$296.21	1,638,094	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	6,192	$296.86	1,631,902	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	9,985	$297.76	1,621,917	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	100	$298.61	1,621,817	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	3,985	$300.21	1,617,832	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	1,710	$301.42	1,616,122	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	1,100	$302.55	1,615,022	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	1,193	$303.77	1,613,829	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	1,732	$305.14	1,612,097	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	525	$306.23	1,611,572	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	14,640	$307.06	1,596,932	No	4	S	Indirect	See Footnotes
Common Stock, Par Value $0.001 Per Share	Disposition	2014-08-14	350	$308.13	1,596,582	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Footnotes

The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $292.19 to $293.14 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $293.50 to $294.49 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $294.50 to $295.35 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $295.50 to $296.47 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
) The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $296.50 to $297.425 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $297.50 to $298.10 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $300.00 to $300.95 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $301.00 to $301.98 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $302.01 to $303.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $303.155 to $304.13 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $304.66 to $305.50 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $305.71 to $306.65 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $307.00 to $307.69 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These Shares of the Issuer's common stock were sold in multiple transactions at prices ranging from $308.00 to $308.40 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote.
These Shares are held of record by OrbiMed Private Investments IV, LP ("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. 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.
This Form 4 is being jointly filed by GP IV, Advisors, and Isaly. Advisors, GP IV, and Isaly have designated a representative, currently Jonathan T. Silverstein , to serve on the Issuer's board of directors.
Each of GP IV, Advisors and Isaly 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.