Sec Form 4 Filing - Duncan Barbara Gayle @ INTERCEPT PHARMACEUTICALS INC - 2015-01-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Duncan Barbara Gayle 2. Issuer Name and Ticker or Trading Symbol INTERCEPT PHARMACEUTICALS INC [ ICPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O INTERCEPT PHARMACEUTICALS, INC., 450 W. 15TH STREET, SUITE 505 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2015 (Street) NEW YORK, NY10011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2015 M 1,298 ( 3 ) A 17,405 D Common Stock 01/02/2015 M( 1 ) 1,000 A $ 31.9 18,405 D Common Stock 01/02/2015 S( 1 ) 500 D $ 154.45 17,905 D Common Stock 01/02/2015 S( 1 ) 500 D $ 158.3501 17,405 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) 01/01/2015 M 1,298 ( 3 ) ( 3 ) Common Stock 1,298 $ 0 5,192 D Options to Purchase Common Stock $ 31.9 01/02/2015 M( 1 ) 1,000 ( 4 ) 05/07/2023 Common Stock 1,000 $ 0 14,875 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Duncan Barbara Gayle C/O INTERCEPT PHARMACEUTICALS, INC. 450 W. 15TH STREET, SUITE 505 NEW YORK, NY10011 Chief Financial Officer Signatures /s/ Bryan Yoon, as attorney-in-fact 01/05/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on June 17, 2014. ( 2 )Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis. ( 3 )On November 16, 2012, the reporting person was granted 20,769 RSUs. The RSUs reported as having been disposed and the corresponding shares reported as having been acquired, representing 6.25% of the shares underlying the RSUs, became vested on January 1, 2015, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"). The remainder of the shares underlying the RSUs will vest pro rata on a quarterly basis from April 1, 2015 through January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan. ( 4 )This option to purchase common stock was originally granted to the reporting person on May 7, 2013 (original amount: 22,500 shares). 25% of the shares of common stock underlying this option vested on January 1, 2014, subject to the terms and conditions of the award and the 2012 Plan. The remainder of the shares of common stock underlying this option will vest pro rata on a monthly basis after the initial vesting date through January 1, 2017 (representing the vesting of approximately 2.0833% of the shares of common stock initially underlying these options on each such vesting date), subject to the terms and conditions of the award and the 2012 Plan.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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