Cawkwell Gail Form 3 INTERCEPT PHARMACEUTICALS / Gail Cawkwell ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cawkwell Gail

(Last) (First) (Middle)

C/O INTERCEPT PHARMACEUTICALS, INC.

10 HUDSON YARDS, FLOOR 37

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Med Affairs, Safety & PV

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,025(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(2)	02/12/2028	Common Stock	22,925	54.63	D

Explanation of Responses:

1. Represents restricted stock units granted to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. 25% of the shares subject to the award shall vest on the one-year anniversary of the Vesting Commencement Date and 1/16th of the shares subject to the award shall vest on every subsequent three-month anniversary thereafter. The Vesting Commencement Date is February 12, 2018.

2. 25% of the shares subject to the award shall vest and become exercisable on the one-year anniversary of the Vesting Commencement Date and 1/48th of the shares subject to the award shall vest and become exercisable each month thereafter. The Vesting Commencement Date is February 12, 2018.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ John C. Duncanson, as attorney-in-fact	12/14/2018
	** 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 5 (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.