SEC Form 4 · accession 0001144204-15-058164
INTERCEPT PHARMACEUTICALS, INC. · ICPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luciano Adorini
Officer — Chief Scientific Officer
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 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 StockF1 | Oct 1, 2015 | A | 1,250 | $0.00 | A | 11,959 | D | |
| Common StockF4,F2 | Oct 1, 2015 | M | 649 | — | A | 12,608 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF2 | $161.16 | Oct 1, 2015 | A | 3,250 | A | — | Oct 1, 2025 | Common Stock | 3,250 | 3,250 | D |
| Restricted Stock UnitsF3,F4 | — | Oct 1, 2015 | M | 649 | D | — | — | Common Stock | 649 | 649 | D |
Explanation of responses
- F125% 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.
- F225% 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.
- F3Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
- F4On November 16, 2012, the reporting person was granted 10,384 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.