SEC Form 4 · accession 0001144204-16-074237
INTERCEPT PHARMACEUTICALS, INC. · ICPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Pruzanski
Officer — CEO & President · Director
Period of report
Jan 1, 2016
Accepted (ET)
Jan 5, 2016 · 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, 2016 | M | 4,868 | — | A | 531,682 | D | |
| Common Stock | Jan 4, 2016 | S | 2,001 | $145.9037 | D | 529,681 | D | |
| Common Stock | Jan 4, 2016 | S | 125 | $145.9037 | D | 529,556 | 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, 2016 | M | 4,868 | D | — | — | Common Stock | 4,868 | 0 | D |
Explanation of responses
- F1Each 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.
- 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 77,884 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, vested 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"). All of the shares underlying the RSUs are fully vested as of January 1, 2016.