Pruzanski Mark Form 4 INTERCEPT PHARMACEUTICALS / Mark Pruzanski 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^*

Pruzanski Mark

(Last) (First) (Middle)

C/O INTERCEPT PHARMACEUTICALS, INC.

10 HUDSON YARDS, FLOOR 37

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/25/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/25/2019		M(1)		39	A	$8.6667	469,165	D
Common Stock	11/25/2019		M(1)		14,524	A	$8.6667	483,689	D
Common Stock	11/25/2019		S(1)		14,563	D	$100	469,126	D
Common Stock	11/26/2019		M(1)		19,880	A	$8.6667	489,006	D
Common Stock	11/26/2019		M(1)		15,557	A	$21.5	504,563	D
Common Stock	11/26/2019		S(1)		35,437	D	$100	469,126	D
Common Stock								100,000	I	By GRAT

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$8.6667	11/25/2019		M(1)			39	(2)	08/16/2020	Common Stock	39	$0	0	D
Option to Purchase Common Stock	$8.6667	11/25/2019		M(1)			14,524	(3)	10/13/2021	Common Stock	14,524	$0	19,880	D
Option to Purchase Common Stock	$8.6667	11/26/2019		M(1)			19,880	(3)	10/13/2021	Common Stock	19,880	$0	0	D
Option to Purchase Common Stock	$21.5	11/26/2019		M(1)			15,557	(4)	11/16/2022	Common Stock	15,557	$0	30,601	D

Explanation of Responses:

1. This transaction was effected pursuant to a pre-existing Rule 10b5-1 trading plan adopted by the reporting person.

2. This option is fully vested and exercisable.

3. This option is fully vested and exercisable.

4. This option is fully vested and exercisable.

	/s/ Mark Pruzanski	11/27/2019
	** 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).
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