Sec Form 4 Filing - Micheli Francesco @ INTERCEPT PHARMACEUTICALS INC - 2014-04-09

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 Micheli Francesco 2. Issuer Name and Ticker or Trading Symbol INTERCEPT PHARMACEUTICALS INC [ ICPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VIA G. DE GRASSI, 11 3. Date of Earliest Transaction (MM/DD/YY) 04/09/2014 (Street) MILAN, L620123 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 ( 2 ) 04/09/2014 S 318,695 D $ 320 5,620,195 I See Footnote ( 1 ) Common Stock ( 3 ) 04/10/2014 X 865,381 A $ 10.4 6,485,576 I See Footnote ( 1 ) Common Stock ( 3 ) 04/10/2014 S 30,623 D $ 293.91 6,454,953 I See Footnote ( 1 )

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 Warrant to Purchase Common Stock ( 3 ) $ 10.4 04/10/2014 X 865,381 ( 4 ) 01/20/2015 Common Stock 865,381 $ 0 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Micheli Francesco VIA G. DE GRASSI, 11 MILAN, L620123 X Signatures /s/ Per B. Chilstrom, attorney-in-fact for Mr. Francesco Micheli 04/11/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by Genextra S.p.A. Mr. Micheli is the Executive Director of Genextra S.p.A. and, in such capacity, Mr. Micheli exercises voting control over the shares of common stock owned by Genextra S.p.A and investment control over such shares as authorized by the board of directors of Genextra S.p.A. Mr. Micheli disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any. ( 2 )Represents shares of common stock sold by Genextra S.p.A. in a secondary offering pursuant to a registration statement on Form S-3 (File No. 333-194974) that was completed on April 9, 2014. ( 3 )Warrant to purchase an aggregate of 865,381 shares of common stock was exercised on a cashless basis by Genextra S.p.A. on April 10, 2014, resulting in the issuance by the Issuer of an aggregate of 834,758 shares of common stock based on a fair market value of $293.91 per share, as determined by the average of the high ($301.80) and low ($286.01) trading price on April 9, 2014, the trading day immediately preceding the date of exercise. ( 4 )This warrant is immediately exercisable.

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