| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INTERCEPT PHARMACEUTICALS INC [ ICPT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/23/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 40,598 | D | $270.7(1) | 1,444,726 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 7,764 | D | $271.7(2) | 1,436,962 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 8,638 | D | $272.79(3) | 1,428,324 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 11,869 | D | $273.89(4) | 1,416,455 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 3,579 | D | $274.86(5) | 1,412,876 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 37,666 | D | $275.95(6) | 1,375,210 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 8,195 | D | $276.96(7) | 1,367,015 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 14,152 | D | $278(8) | 1,352,863 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 3,668 | D | $279(9) | 1,349,195 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 9,465 | D | $280(10) | 1,339,730 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 6,306 | D | $281.01(11) | 1,333,424 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 3,500 | D | $282(12) | 1,329,924 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 1,548 | D | $283.29(13) | 1,328,376 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 52 | D | $283.44(14) | 1,328,324 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 1,400 | D | $286.04(15) | 1,326,924 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/23/2015 | S | 1,000 | D | $288.6(16) | 1,325,924 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 6,764 | D | $268.13(17) | 1,319,160 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 1,539 | D | $269.1(18) | 1,317,621 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 9,574 | D | $270.13(19) | 1,308,047 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 6,063 | D | $271.15(20) | 1,301,984 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 3,050 | D | $272.13(21) | 1,298,934 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 2,700 | D | $273.19(22) | 1,296,234 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 12,066 | D | $275(23) | 1,284,168 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/24/2015 | S | 3,844 | D | $275.56(24) | 1,280,324 | I | See Footnotes(26)(27) | ||
| Common Stock, par value $0.001 per share | 03/25/2015 | S | 2,800 | D | $270.23(25) | 1,277,524 | I | See Footnotes(26)(27) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares of the Issuer's common stock ("Shares") were sold in multiple transactions at prices ranging from $269.72 to $270.70 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 2. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $270.75 to $271.70 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $271.82 to $272.79 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $272.89 to $273.89 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $273.94 to $274.86 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $274.95 to $275.95 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $275.98 to $276.96 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $277.00 to $278.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 9. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $278.01 to $279.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 10. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $279.03 to $280.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 11. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $280.04 to $281.01 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 12. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $281.05 to $282.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 13. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $282.30 to $283.29 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 14. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $283.33 to $283.44 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 15. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $285.11 to $286.04 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 16. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $288.45 to $288.60 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 17. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $267.13 to $268.13 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 18. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $268.13 to $269.10 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 19. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $269.15 to $270.13 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 20. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $270.15 to $271.15 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 21. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $271.16 to $272.13 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 22. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $272.28 to $273.19 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 23. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $274.00 to $275.00 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 24. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $275.01 to $275.56 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 25. The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $270.00 to $270.38 inclusive. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the Shares sold at each separate price within the range set forth in this footnote. |
| 26. These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV and OrbiMed Advisors LLC ("Advisors") is the managing member of GP IV. Samuel D. Isaly ("Isaly") is the managing member of and owner of a controlling interest in Advisors and may be deemed to have voting and investment power over the Shares held by OPI IV. The Reporting Person is a member of Advisors. |
| 27. Each of GP IV, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| /s/ Jonathan Silverstein | 03/25/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
