SEC Form 4 · accession 0001144204-15-058165

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

Oct 1, 2015

Accepted (ET)

Oct 5, 2015 · 9:02 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
Common Stock^F1	Oct 1, 2015	A	5,150	$0.00	A	28,677	D
Common Stock^F5,F4	Oct 1, 2015	M	1,622	—	A	30,299	D
Common Stock	Oct 1, 2015	S	282	$163.39	D	30,017	D
Common Stock	Oct 2, 2015	S	858	$159.0393	D	29,159	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 Stock^F2	$161.16	Oct 1, 2015	A	13,100	A	—	Oct 1, 2025	Common Stock	13,100	13,100	D
Restricted Stock Unit^F4,F5	—	Oct 1, 2015	M	1,622	D	—	—	Common Stock	1,622	1,623	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.
F3The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on November 25, 2014.
F4Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
F5On 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 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.