SEC Form 4 · accession 0001209191-19-002962
Intra-Cellular Therapies, Inc. · ITCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Halstead
Officer — EVP and General Counsel
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 9:24 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 StockF1 | Jan 4, 2019 | M | 3,108 | — | A | 24,757 | D | |
| Common StockF3 | Jan 4, 2019 | S | 16,060 | $11.34 | D | 8,697 | D | |
| Common StockF4 | Jan 4, 2019 | S | 5,398 | $11.80 | D | 3,299 | D | |
| Common StockF5 | Jan 7, 2019 | S | 3,108 | $12.42 | D | 191 | 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 UnitsF6,F7 | — | Jan 4, 2019 | M | 3,108 | D | — | — | Common Stock | 3,108 | 0 | D |
| Stock Option (right to buy)F8 | $12.73 | Jan 8, 2019 | A | 80,951 | A | — | Jan 7, 2029 | Common Stock | 80,951 | 80,951 | D |
| Restricted Stock UnitsF6,F9 | — | Jan 8, 2019 | A | 58,915 | A | — | — | Common Stock | 58,915 | 58,915 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 30, 2018. A majority of the proceeds from these sales will be used to cover the reporting person's tax liability arising from the vesting of restricted stock units.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.76 to $11.76, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.77 to $11.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.08 to $12.55, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F6Each restricted stock unit represents a contingent right to receive one share of common stock.
- F7On January 4, 2016, the reporting person was granted 9,323 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F8On January 8, 2019, the reporting person was granted options to purchase 80,951 shares of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.
- F9On January 8, 2019, the reporting person was granted 58,915 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.