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)
SVP, Clinical Development

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2018

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	01/03/2018		M		2,648	A	(1)	12,776	D
Common Stock	01/04/2018		M		1,554	A	(1)	14,330	D
Common Stock	01/05/2018		S(2)		1,185	D	$17.37(3)	13,145	D

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
Restricted Stock Units	(4)	01/03/2018		M			2,648	(5)	(5)	Common Stock	2,648	$0.00	5,298	D
Restricted Stock Units	(4)	01/04/2018		M			1,554	(6)	(6)	Common Stock	1,554	$0.00	1,554	D
Stock Option (right to buy)	$15.47	01/03/2018		A		65,164		(7)	01/03/2028	Common Stock	65,164	$0.00	65,164	D
Restricted Stock Units	(4)	01/03/2018		A		48,480		(8)	(8)	Common Stock	48,480	$0.00	48,480	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2017. The proceeds from this sale will be used primarily to cover the reporting person's tax liability arising from the vesting of restricted stock units.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.97 to $17.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, on request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. On January 3, 2017, the reporting person was granted 7,946 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

6. On January 4, 2016, the reporting person was granted 4,661 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

7. On January 3, 2018, the reporting person was granted options to purchase 65,164 shares of common stock, vesting in three equal annual installments beginning on the first anniversary of the grant date.

8. On January 3, 2018, the reporting person was granted 48,480 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Lawrence J. Hineline, Attorney-in-fact	01/05/2018
	** 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).
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