SEC Form 4 · accession 0001144204-15-021237
INTERCEPT PHARMACEUTICALS, INC. · ICPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Shapiro
Officer — CMO and EVP - Development
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 2015 · 9:01 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 StockF3,F2 | Apr 1, 2015 | M | 1,622 | — | A | 20,418 | D | |
| Common Stock | Apr 1, 2015 | M | 203 | $10.4001 | A | 20,621 | D | |
| Common Stock | Apr 1, 2015 | M | 2,131 | $8.6667 | A | 22,752 | D | |
| Common StockF5 | Apr 1, 2015 | S | 1,334 | $269.8298 | D | 21,418 | D | |
| Common Stock | Apr 1, 2015 | S | 282 | $272.6856 | D | 21,136 | D | |
| Common StockF6 | Apr 1, 2015 | S | 1,000 | $281.15 | D | 20,136 | D | |
| Common Stock | Apr 2, 2015 | S | 843 | $277.7006 | D | 19,293 | 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 | — | Apr 1, 2015 | M | 1,622 | D | — | — | Common Stock | 1,622 | 4,868 | D |
| Options to Purchase Common StockF4 | $10.4001 | Apr 1, 2015 | M | 203 | D | — | Apr 1, 2018 | Common Stock | 203 | 0 | D |
| Option to Purchase Common StockF4 | $8.6667 | Apr 1, 2015 | M | 2,131 | D | — | Aug 16, 2020 | Common Stock | 2,131 | 33,294 | D |
Explanation of responses
- F1The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on November 25, 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 25,961 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 April 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 July 1, 2015 through January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan.
- F4All shares underlying this option have vested.
- F5This transaction was executed in multiple trades at prices ranging from $269.50 to $270.45. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F6This transaction was executed in multiple trades at prices ranging from $280.68 to $281.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.