SEC Form 4 · accession 0001144204-15-058166
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
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 1, 2015 | A | 4,050 | $0.00 | A | 22,818 | D | |
| Common Stock | Oct 1, 2015 | M | 1,000 | $8.6667 | A | 23,818 | D | |
| Common StockF6,F5 | Oct 1, 2015 | M | 1,298 | — | A | 25,116 | D | |
| Common Stock | Oct 1, 2015 | S | 1,000 | $163.39 | D | 24,116 | D | |
| Common Stock | Oct 2, 2015 | S | 54 | $159.0393 | D | 24,062 | 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 | 10,600 | A | — | Oct 1, 2025 | Common Stock | 10,600 | 10,600 | D |
| Option to Purchase Common StockF4 | $8.6667 | Oct 1, 2015 | M | 1,000 | D | — | Aug 16, 2020 | Common Stock | 1,000 | 6,940 | D |
| Restricted Stock UnitsF5,F6 | — | Oct 1, 2015 | M | 1,298 | D | — | — | Common Stock | 1,298 | 1,298 | 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 10b5-1 plan adopted by the reporting person on March 20, 2015.
- F4All shares underlying this option have vested.
- F5Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
- F6On 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 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.
- F7Each employee of the Issuer who has received restricted stock awards has agreed to a mandatory sale of a sufficient number of shares of common stock to cover his or her withholding tax amounts upon the vesting of such restricted stock awards. The sales denoted here were made pursuant to such agreement to cover withholding tax obligations of the employee.