Kimberly E. Vanover Form 4 Intra-Cellular Therapies / Kimberly E. Vanover 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^*

Vanover Kimberly E.

(Last) (First) (Middle)

C/O INTRA-CELLULAR THERAPIES, INC.

430 EAST 29TH STREET

(Street)

NEW YORK NY 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Clinical Development

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2016

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

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
Stock Option (right to buy)	$53.63	01/04/2016		A		19,653		01/04/2017(1)	01/04/2026	Common Stock	19,653	$0.00	19,653	D
Restricted Stock Unit	(2)	01/04/2016		A		4,661		01/04/2017(3)	(3)	Common Stock	4,661	$0.00	4,661	D

Explanation of Responses:

1. The Stock Option vests as to one third of the shares on January 4, 2017, one third of the shares on January 4, 2018 and one third of the shares on January 4, 2019.

2. Each Restricted Stock Unit represents a contingent right to receive one share of common stock, par value $0.0001 per share, of Intra-Cellular Therapies, Inc.

3. The Restricted Stock Units vest as to one third of the shares on January 4, 2017, one third of the shares on January 4, 2018 and one third of the shares on January 4, 2019, subject to the reporting person's continuous service with Intra-Cellular Therapies, Inc. through each such vesting date. Vested shares will be delivered to the reporting person within three days of each such vesting date.

Remarks:

	/s/ Lawrence J. Hineline, Attorney-in-fact	01/06/2016
	** 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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