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Filing Details

Accession Number:: 0001144204-15-058163
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-10-05 21:01:21
Reporting Period:: 2015-10-01

Filing Date:: 2015-10-05
Accepted Time:: 2015-10-05 21:01:21
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
1559569	Mark Pruzanski	C/O Intercept Pharmaceuticals, Inc. 450 W. 15Th Street, Suite 505 New York NY 10011	Ceo & President	Yes	Yes	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
Common Stock	Acquisiton	2015-10-01	15,100	$0.00	522,114	No	4	A	Direct
Common Stock	Acquisiton	2015-10-01	4,867	$0.00	526,981	No	4	M	Direct
Common Stock	Disposition	2015-10-02	167	$159.04	526,814	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Options to Purchase Common Stock	Acquisiton	2015-10-01	32,550	$0.00	32,550	$161.16
Common Stock	Restricted Stock Unit	Disposition	2015-10-01	4,867	$0.00	4,867	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
32,550		2025-10-01	No	4	A	Direct
4,868			No	4	M	Direct

Footnotes

25% of the shares of restricted stock will vest on January 1, 2016, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"). The remaining shares of restricted stock will vest pro rata on every subsequent three-month anniversary of the initial vesting date through January 1, 2019 (representing the vesting on each such vesting date of 6.25% of the shares of restricted stock), subject to the terms and conditions of the award and the 2012 Plan.
25% of the shares of common stock underlying this option will vest on January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan. The remainder of the shares of common stock underlying this option will vest pro rata on a monthly basis after the initial vesting date through January 1, 2019 (representing the vesting on each such vesting date of approximately 2.0833% of the shares of common stock initially underlying this option), subject to the terms and conditions of the award and the 2012 Plan.
Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
On November 16, 2012, the reporting person was granted 77,884 RSUs. The RSUs reported as having been disposed and the corresponding shares reported as having been acquired, representing 6.25% of the shares underlying the RSUs, became vested on October 1, 2015, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"). The remainder of the shares underlying the RSUs will vest on January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan.
Each employee of the Issuer who has received restricted stock awards has agreed to a mandatory sale of a sufficient number of shares of common stock to cover his or her withholding tax amounts upon the vesting of such restricted stock awards. The sales denoted here were made pursuant to such agreement to cover withholding tax obligations of the employee.