Edgar Filing: TALLARIGO LORENZO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TALLARIGO LORENZO

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2012

3. Issuer Name and Ticker or Trading Symbol
INTERCEPT PHARMACEUTICALS INC [ICPT]

(Last)

(First)

(Middle)

C/O INTERCEPT PHARMACEUTICALS, INC.,Â 18 DESBROSSES STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10013

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,600,700 ⁽¹⁾	I	See Footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	2,403,837	$ ⁽⁵⁾	I	See Footnote ⁽⁶⁾
Series B Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	2,403,837	$ ⁽⁵⁾	I	See Footnote ⁽⁶⁾
Series C Preferred Stock	Â ⁽³⁾	Â ⁽⁴⁾	Common Stock	778,843	$ ⁽⁵⁾	I	See Footnote ⁽⁶⁾
Warrant to Purchase Common Stock	Â ⁽⁷⁾	01/20/2015	Common Stock	865,381 ⁽⁸⁾	$ 10.4 ⁽⁸⁾	I	See Footnote ⁽⁶⁾
Options to Purchase Common Stock	Â ⁽⁹⁾	09/18/2018	Common Stock	6,923 ⁽¹⁰⁾	$ 9.82 ⁽¹⁰⁾	D	Â
Options to Purchase Common Stock	Â ⁽⁹⁾	09/16/2019	Common Stock	3,461 ⁽¹⁰⁾	$ 9.82 ⁽¹⁰⁾	D	Â
Options to Purchase Common Stock	Â ⁽⁹⁾	10/13/2021	Common Stock	4,326 ⁽¹⁰⁾	$ 8.67 ⁽¹⁰⁾	D	Â
Options to Purchase Common Stock	Â ⁽¹¹⁾⁽¹³⁾	10/13/2021	Common Stock	4,326 ⁽¹⁰⁾	$ 8.67 ⁽¹⁰⁾	D	Â
Options to Purchase Common Stock	Â ⁽¹²⁾⁽¹³⁾	07/31/2022	Common Stock	4,326 ⁽¹⁰⁾	$ 9.31 ⁽¹⁰⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TALLARIGO LORENZO C/O INTERCEPT PHARMACEUTICALS, INC. 18 DESBROSSES STREET NEW YORK,Â NYÂ 10013	Â X	Â X	Â	Â

Signatures

/s/ Barbara Duncan, as Attorney-in-fact		10/10/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects a 1-for-5.7778 reverse stock split effected on September 26, 2012.
(2)	Held by Genextra S.p.A. Dr. Tallarigo is the chief executive officer of Genextra S.p.A. and, in such capacity, Dr. Tallarigo exercises voting control over the shares of common stock owned by Genextra S.p.A. and investment control over such shares as authorized by the board of directors of Genextra S.p.A. Dr. Tallarigo disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.
(3)	These shares are convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.
(4)	Not applicable.
(5)	The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuers Restated Certificate of Incorporation, as amended, based on the initial purchase price and the conversion rate in effect at the time of conversion. The preferred stock will convert on a 1-for-5.7778 basis and such conversion is reflected in the amount of common stock underlying the security.
(6)	Held by Genextra S.p.A. Dr. Tallarigo is the chief executive officer of Genextra S.p.A. and, in such capacity, Dr. Tallarigo exercises voting control over the shares of common stock owned by Genextra S.p.A. and investment control over such shares as authorized by the board of directors of Genextra S.p.A. Dr. Tallarigo disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.
(7)	This warrant is immediately exercisable.
(8)	Reflects the 1-for-5.7778 reverse stock split effected on September 26, 2012 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the warrant was divided by 5.7778 and (ii) the exercise price of the warrant was multiplied by 5.7778.
(9)	All of the shares underlying this option have vested.
(10)	Reflects the 1-for-5.7778 reverse stock split effected on September 26, 2012 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the options was divided by 5.7778 and (ii) the exercise price of the options was multiplied by 5.7778.
(11)	39.18% of the shares underlying this option were vested on October 13, 2011, the date of grant, and the remainder of the shares originally underlying the option vest on a pro rata monthly basis through December 31, 2012, subject to the terms and conditions thereof.
(12)	29.04% of the shares underlying this option were vested on July 31, 2012, the date of grant, and the remainder of the shares originally underlying the option vest on a pro rata monthly basis through December 31, 2014, subject to the terms and conditions thereof.
(13)	The vesting of all stock options granted to Dr. Tallarigo under the Issuer's 2003 Stock Incentive Plan, as amended, has been suspended starting from October 10, 2012 until October 10, 2013, at which time all such stock options that would have vested during this period will vest and all remaining unvested stock options will continue vesting in accordance with the original terms.
Â Remarks: ExhibitÂ ListÂ -Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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