Lerner Richard A Form 4 Intra-Cellular Therapies / RICHARD A LERNER ownership change

SEC Form 4

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^*

LERNER RICHARD A

(Last)

(First)

(Middle)

C/O INTRA-CELLULAR THERAPIES, INC.

430 EAST 29TH STREET

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Intra-Cellular Therapies, Inc. [ ITCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.36	12/22/2015		G⁽¹⁾			10,000	⁽²⁾	12/05/2016	Common Stock	10,000	$0.00	0	D
Stock Option (right to buy)	$1.36	12/22/2015		G⁽¹⁾		10,000		⁽²⁾	12/05/2016	Common Stock	10,000	$0.00	10,000	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$1.5	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	12/12/2017	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$1.5	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	12/12/2017	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$1.5	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	12/18/2018	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$1.5	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	12/18/2018	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$2.74	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	06/10/2020	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$2.74	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	06/10/2020	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$2.74	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	12/21/2020	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$2.74	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	12/21/2020	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$2.84	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	04/30/2022	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$2.84	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	04/30/2022	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$3.26	12/22/2015		G⁽¹⁾			12,500	⁽²⁾	06/20/2023	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$3.26	12/22/2015		G⁽¹⁾		12,500		⁽²⁾	06/20/2023	Common Stock	12,500	$0.00	12,500	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$3.26	12/22/2015		G⁽¹⁾			20,000	⁽²⁾	06/20/2023	Common Stock	20,000	$0.00	0	D
Stock Option (right to buy)	$3.26	12/22/2015		G⁽¹⁾		20,000		⁽²⁾	06/20/2023	Common Stock	20,000	$0.00	20,000	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$16.86	12/22/2015		G⁽¹⁾			20,000	06/30/2015	06/29/2024	Common Stock	20,000	$0.00	0	D
Stock Option (right to buy)	$16.86	12/22/2015		G⁽¹⁾		20,000		06/30/2015	06/29/2024	Common Stock	20,000	$0.00	20,000	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾
Stock Option (right to buy)	$26.58	12/22/2015		G⁽¹⁾			20,000	06/16/2016	06/15/2025	Common Stock	20,000	$0.00	0	D
Stock Option (right to buy)	$26.58	12/22/2015		G⁽¹⁾		20,000		06/16/2016	06/15/2025	Common Stock	20,000	$0.00	20,000	I	Held by the Lerner Family Trust UAD 11/14/94⁽³⁾

Explanation of Responses:

1. The reporting person transferred this option as a gift to the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner shares voting and investment control with respect to the shares held by the Lerner Family Trust.

2. All shares underlying this option have vested.

3. Dr. Lerner may be deemed to beneficially own securities held by the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner disclaims beneficial ownership of securities held by the Lerner Family Trust except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Lawrence J. Hineline, Attorney-in-fact	12/23/2015
	** 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.

Lerner Richard A Form 4Intra-Cellular Therapies / RICHARD A LERNER ownership change