SEC Form 4 · accession 0001144204-15-000635
INTERCEPT PHARMACEUTICALS, INC. · ICPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barbara Gayle Duncan
Officer — Chief Financial Officer
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 9:00 pm EST
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 StockF3,F2 | Jan 1, 2015 | M | 1,298 | — | A | 17,405 | D | |
| Common Stock | Jan 2, 2015 | M | 1,000 | $31.90 | A | 18,405 | D | |
| Common Stock | Jan 2, 2015 | S | 500 | $154.45 | D | 17,905 | D | |
| Common Stock | Jan 2, 2015 | S | 500 | $158.3501 | D | 17,405 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Jan 1, 2015 | M | 1,298 | D | — | — | Common Stock | 1,298 | 5,192 | D |
| Options to Purchase Common StockF4 | $31.90 | Jan 2, 2015 | M | 1,000 | D | — | May 7, 2023 | Common Stock | 1,000 | 14,875 | D |
Explanation of responses
- F1The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on June 17, 2014.
- F2Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
- F3On November 16, 2012, the reporting person was granted 20,769 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 January 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 pro rata on a quarterly basis from April 1, 2015 through January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan.
- F4This option to purchase common stock was originally granted to the reporting person on May 7, 2013 (original amount: 22,500 shares). 25% of the shares of common stock underlying this option vested on January 1, 2014, 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, 2017 (representing the vesting of approximately 2.0833% of the shares of common stock initially underlying these options on each such vesting date), subject to the terms and conditions of the award and the 2012 Plan.