SEC Form 4 · accession 0001209191-17-006207
Intra-Cellular Therapies, Inc. · ITCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel S Marcus
Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 6:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567514
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 26, 2017 | M | 20,000 | $3.26 | A | 41,671 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $3.26 | A | 54,171 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $2.84 | A | 66,671 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $2.74 | A | 79,171 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $2.74 | A | 91,671 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $1.50 | A | 104,171 | D | |
| Common Stock | Jan 26, 2017 | M | 12,500 | $1.50 | A | 116,671 | D | |
| Common Stock | Jan 30, 2017 | G | 95,000 | $0.00 | D | 21,671 | D | |
| Common Stock | Jan 30, 2017 | G | 95,000 | $0.00 | A | 110,742 | I | Held by the Joel S. Marcus and Barbara A. Marcus Family Trust |
| Common StockF2 | holding | — | — | — | 47,425 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 1,143,731 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $3.26 | Jan 26, 2017 | M | 20,000 | D | — | Jun 21, 2023 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F4 | $3.26 | Jan 26, 2017 | M | 12,500 | D | — | Jun 21, 2023 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F4 | $2.84 | Jan 26, 2017 | M | 12,500 | D | — | May 1, 2022 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F4 | $2.74 | Jan 26, 2017 | M | 12,500 | D | — | Dec 22, 2020 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F4 | $2.74 | Jan 26, 2017 | M | 12,500 | D | — | Jun 11, 2020 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F4 | $1.50 | Jan 26, 2017 | M | 12,500 | D | — | Dec 19, 2018 | Common Stock | 12,500 | 0 | D |
| Stock Option (right to buy)F4 | $1.50 | Jan 26, 2017 | M | 12,500 | D | — | Dec 13, 2017 | Common Stock | 12,500 | 0 | D |
Explanation of responses
- F1On January 30, 2017, the aggregate of 95,000 shares of common stock acquired by Mr. Marcus upon the exercise of stock options was transferred for no consideration to the Joel S. Marcus and Barbara A. Marcus Family Trust.
- F2Consists of shares of common stock held by Alexandria Real Estate Equities, Inc. of which Mr. Marcus is the Chairman, CEO and Founder. As an officer of Alexandria Real Estate Equities, Inc., Mr. Marcus may be deemed to have voting and investment power with respect to the shares owned by Alexandria Real Estate Equities, Inc. Mr. Marcus disclaims beneficial ownership of the shares held by Alexandria Real Estate Equities, Inc., except to the extent of his underlying pecuniary interest therein.
- F3Consists of shares of common stock held by Alexandria Equities, LLC. Mr. Marcus is the Chairman, CEO and Founder of Alexandria Real Estate Equities, Inc., which is the managing member of Alexandria Equities, LLC, which has full voting and investment power with respect to the shares owned by Alexandria Equities, LLC. As an officer of Alexandria Real Estate Equities, Inc., Mr. Marcus may be deemed to have voting and investment power with respect to the shares owned by Alexandria Equities, LLC. Mr. Marcus disclaims beneficial ownership of the shares held by Alexandria Equities, LLC, except to the extent of his underlying pecuniary interest therein.
- F4All shares underlying this option have vested.