SEC Form 4 · accession 0000947871-15-000491
INTERCEPT PHARMACEUTICALS, INC. · ICPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 9:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001270073
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F3,F4 | Jul 17, 2015 | A | 285 | — | A | 1,120,609 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 17, 2014, Jonathan T. Silverstein ("Silverstein"), a member of OrbiMed Advisors LLC ("Advisors") and a designated representative of the Reporting Persons on the Issuer's board of directors, was granted 285 restricted shares of the Issuer's common stock ("Shares"). The Shares reported as having been acquired, representing 100% of the restricted Shares granted on July 17, 2014, became vested on July 17, 2015, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan").
- F2This Form 4 is being jointly filed by Advisors, OrbiMed Capital GP IV LLC ("GP IV") and Samuel D. Isaly ("Isaly").
- F3These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). GP IV is the general partner of OPI IV and Advisors is the managing member of GP IV. 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. Silverstein is obligated to transfer any Shares granted to him by the Issuer, or the economic benefits thereof, to Advisors for the ultimate benefit of OPI IV.
- F4Each 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.