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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (1) | (2) | 05/09/2013 | M | 324 (3) | (3) | (3) | Common Stock | 324 | $ 0 | 1,623 | D | ||||
| Options to Purchase Common Stock (1) | $ 31.9 | 05/07/2013 | A | 1,980 | (4) | 05/07/2023 | Common Stock | 1,980 | $ 0 | 1,980 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SILVERSTEIN JONATHAN C/O INTERCEPT PHARMACEUTICALS, INC. 18 DESBROSSES STREET NEW YORK, NY 10013 |
X | X | ||
| /s/ Bryan Yoon, as attorney-in-fact | 05/09/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | The reporting person is a member of OrbiMed Advisors LLC ("Advisors") and is obligated to transfer any shares issued under any equity grants made to him by the Issuer to Advisors and certain of its related entities. |
| (2) | Conversion of restricted stock units ("RSUs") to shares of common stock on a one-for-one basis. |
| (3) | On November 16, 2012, the reporting person was granted 2,596 RSUs. The RSUs reported as having been disposed and the corresponding shares reported as having been acquired, representing 12.5% of the shares underlying the RSUs, became vested on May 9, 2013, 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 pro rata on every subsequent three-month anniversary of such date through August 9, 2014, subject to the terms and conditions of the award and the 2012 Plan. |
| (4) | 100% of the shares of common stock underlying this option (i.e. 1,980 shares) will vest on May 7, 2014, the one year anniversary of the grant date, subject to the terms and conditions of the award and the 2012 Plan. |
| (5) | Represents shares of common stock underlying RSUs granted on May 7, 2013, with each RSU representing the contingent right to receive one share of common stock upon vesting of the RSU. 100% of the shares of common stock underlying these RSUs (i.e. 1,330 shares) will vest on May 7, 2014, the one year anniversary of the grant date, subject to the terms and conditions of the award and the 2012 Plan. |