Edgar Filing: INTERCEPT PHARMACEUTICALS INC

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Regan Daniel Paul

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 Commercial Officer

(Last)

(First)

(Middle)

C/O INTERCEPT PHARMACEUTICALS, INC., 450 W. 15TH ST., SUITE 505

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

(Street)

NEW YORK, NY 10011

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	03/05/2014		M		20,000	A	$ 37.69	20,000	D
Common Stock ⁽¹⁾	03/05/2014		S		500	D	$ 426.0557 ⁽³⁾	19,500	D
Common Stock ⁽¹⁾	03/05/2014		S		500	D	$ 427.0486 ⁽⁴⁾	19,000	D
Common Stock ⁽¹⁾	03/05/2014		S		700	D	$ 428.5091 ⁽⁵⁾	18,300	D
Common Stock ⁽¹⁾	03/05/2014		S		361	D	$ 429.9546 ⁽⁶⁾	17,939	D
Common Stock ⁽¹⁾	03/05/2014		S		339	D	$ 431.337 ⁽⁷⁾	17,600	D
Common Stock ⁽¹⁾	03/05/2014		S		1,724	D	$ 432.8411 ⁽⁸⁾	15,876	D
Common Stock ⁽¹⁾	03/05/2014		S		7,027	D	$ 433.4726 ⁽⁹⁾	8,849	D
Common Stock ⁽¹⁾	03/05/2014		S		1,949	D	$ 434.5691 ⁽¹⁰⁾	6,900	D
Common Stock ⁽¹⁾	03/05/2014		S		1,140	D	$ 435.7024 ⁽¹¹⁾	5,760	D
Common Stock ⁽¹⁾	03/05/2014		S		1,960	D	$ 436.7741 ⁽¹²⁾	3,800	D
Common Stock ⁽¹⁾	03/05/2014		S		898	D	$ 438.4542 ⁽¹³⁾	2,902	D
Common Stock ⁽¹⁾	03/05/2014		S		502	D	$ 439.9384 ⁽¹⁴⁾	2,400	D
Common Stock ⁽¹⁾	03/05/2014		S		812	D	$ 440.6294 ⁽¹⁵⁾	1,588	D
Common Stock ⁽¹⁾	03/05/2014		S		1,288	D	$ 441.5945 ⁽¹⁶⁾	300	D
Common Stock ⁽¹⁾	03/05/2014		S		300	D	$ 442.49 ⁽¹⁷⁾	0	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock ⁽¹⁾

$ 37.69

03/05/2014

20,000

⁽²⁾

03/04/2023

Common Stock

20,000

$ 0

110,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Regan Daniel Paul C/O INTERCEPT PHARMACEUTICALS, INC. 450 W. 15TH ST., SUITE 505 NEW YORK, NY 10011			Chief Commercial Officer

Signatures

/s/ Seokho Bryan Yoon, as attorney-in-fact		03/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 9, 2013.
(2)	25% of the shares underlying this option (i.e. 32,500 shares) vested on March 4, 2014 and the remaining 97,500 shares underlying this option will vest in equal quarterly installments in arrears over the three (3) year period commencing on March 5, 2014 and ending on March 4, 2017, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan.
(3)	This transaction was executed in multiple trades at prices ranging from $425.75 to $426.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(4)	This transaction was executed in multiple trades at prices ranging from $426.94 to $427.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(5)	This transaction was executed in multiple trades at prices ranging from $428.12 to $428.89. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(6)	This transaction was executed in multiple trades at prices ranging from $429.56 to $430.6. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(7)	This transaction was executed in multiple trades at prices ranging from $431 to $432. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(8)	This transaction was executed in multiple trades at prices ranging from $432.05 to $433.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(9)	This transaction was executed in multiple trades at prices ranging from $433.1 to $434.1. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(10)	This transaction was executed in multiple trades at prices ranging from $434.12 to $434.99. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(11)	This transaction was executed in multiple trades at prices ranging from $435.265 to $436.085. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(12)	This transaction was executed in multiple trades at prices ranging from $436.34 to $437.3. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(13)	This transaction was executed in multiple trades at prices ranging from $438 to $439. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(14)	This transaction was executed in multiple trades at prices ranging from $439.03 to $440.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(15)	This transaction was executed in multiple trades at prices ranging from $440.105 to $441.1. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(16)	This transaction was executed in multiple trades at prices ranging from $441.11 to $442.01. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(17)	This transaction was executed in multiple trades at prices ranging from $442.3 to $442.87. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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