Sec Form 4 Filing - Duncan Barbara Gayle @ INTERCEPT PHARMACEUTICALS INC - 2015-10-01

Insider filing report for Changes in Beneficial Ownership
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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)
10/01/2015
(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 10/01/2015 A 4,050 ( 1 ) A $ 0 22,818 D
Common Stock 10/01/2015 M( 3 ) 1,000 A $ 8.6667 23,818 D
Common Stock 10/01/2015 M 1,298 ( 6 ) A 25,116 D
Common Stock 10/01/2015 S( 3 ) 1,000 D $ 163.39 24,116 D
Common Stock 10/02/2015 S( 7 ) 54 D $ 159.0393 24,062 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
Option to Purchase Common Stock $ 161.16 10/01/2015 A 10,600 ( 2 ) 10/01/2025 Common Stock 10,600 $ 0 10,600 D
Option to Purchase Common Stock $ 8.6667 10/01/2015 M( 3 ) 1,000 ( 4 ) 08/16/2020 Common Stock 1,000 $ 0 6,940 D
Restricted Stock Units ( 5 ) 10/01/2015 M 1,298 ( 6 ) ( 6 ) Common Stock 1,298 $ 0 1,298 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 10/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )25% of the shares of restricted stock will vest on January 1, 2016, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"). The remaining shares of restricted stock will vest pro rata on every subsequent three-month anniversary of the initial vesting date through January 1, 2019 (representing the vesting on each such vesting date of 6.25% of the shares of restricted stock), subject to the terms and conditions of the award and the 2012 Plan.
( 2 )25% of the shares of common stock underlying this option will vest on January 1, 2016, 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, 2019 (representing the vesting on each such vesting date of approximately 2.0833% of the shares of common stock initially underlying this option), subject to the terms and conditions of the award and the 2012 Plan.
( 3 )The reported transaction was made pursuant to a 10b5-1 plan adopted by the reporting person on March 20, 2015.
( 4 )All shares underlying this option have vested.
( 5 )Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
( 6 )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 October 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 on January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan.
( 7 )Each employee of the Issuer who has received restricted stock awards has agreed to a mandatory sale of a sufficient number of shares of common stock to cover his or her withholding tax amounts upon the vesting of such restricted stock awards. The sales denoted here were made pursuant to such agreement to cover withholding tax obligations of the employee.

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