Suresh K. Durgam Form 4 Intra-Cellular Therapies / Suresh K. Durgam 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^*

Durgam Suresh K.

(Last) (First) (Middle)

C/O INTRA-CELLULAR THERAPIES, INC.

135 ROUTE 202/206, SUITE 6

(Street)

BEDMINSTER NJ 07921

(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)
EVP, Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2025

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	01/31/2025		A		11,017(1)	A	$0	30,820	D
Common Stock	01/31/2025		F		4,730(2)	D	$127	26,090	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	(3)	02/03/2025		A		24,621		(4)	(4)	Common Stock	24,621	$0	24,621	D

Explanation of Responses:

1. On March 10, 2022, the reporting person was granted performance-based restricted stock units ("PRSUs") under the Intra-Cellular Therapies, Inc. Amended and Restated 2018 Equity Incentive Plan. Each PRSU represents a contingent right to receive one share of common stock upon vesting and settlement. On January 31, 2025, 11,017 PRSUs were vested upon achievement of the reporting person's performance criteria.

2. Represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PRSUs and does not represent a sale by the reporting person.

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

4. On February 3, 2025, the reporting person was granted 24,621 restricted stock units, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Remarks:

EX-24.1 - Power of Attorney

	/s/ John P. Condon, Attorney-in-fact	02/04/2025
	** 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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