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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pruzanski Mark
   2. Issuer Name and Ticker or Trading Symbol
INTERCEPT PHARMACEUTICALS INC [ICPT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last)
(First)
(Middle)
C/O INTERCEPT PHARMACEUTICALS, INC., 450 W. 15TH STREET, SUITE 505		 3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014
(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)
Code V Amount (A) or (D) Price
Common Stock 10/01/2014   M   4,867 (2) A (1) 479,909 D  
Common Stock 10/01/2014   M(3)   10,000 A $ 8.6667 489,909 D  
Common Stock 10/01/2014   S(3)   1,400 D $ 226.5337 (5) 488,509 D  
Common Stock 10/01/2014   S(3)   1,450 D $ 227.6431 (6) 487,059 D  
Common Stock 10/01/2014   S(3)   3,500 D $ 228.451 (7) 483,559 D  
Common Stock 10/01/2014   S(3)   1,750 D $ 229.298 (8) 481,809 D  
Common Stock 10/01/2014   S(3)   600 D $ 230.3017 (9) 481,209 D  
Common Stock 10/01/2014   S(3)   700 D $ 231.3143 (10) 480,509 D  
Common Stock 10/01/2014   S(3)   300 D $ 232.15 (11) 480,209 D  
Common Stock 10/01/2014   S(3)   100 D $ 233.74 480,109 D  
Common Stock 10/01/2014   S(3)   200 D $ 234.9363 (12) 479,909 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 10/01/2014   M     4,867   (2)   (2) Common Stock 4,867 $ 0 24,339 D  
Options to Purchase Common Stock $ 8.6667 10/01/2014   M(3)     10,000   (4) 07/20/2020 Common Stock 10,000 $ 0 156,628 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pruzanski Mark
C/O INTERCEPT PHARMACEUTICALS, INC.
450 W. 15TH STREET, SUITE 505
NEW YORK, NY 10011		   X     CEO & President  

Signatures

 /s/ Bryan Yoon, as attorney-in-fact   10/03/2014
**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) Conversion of restricted stock units ("RSUs") to shares of common stock on a one-to-one basis.
(2) On November 16, 2012, the reporting person was granted 77,884 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, 2014, 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 January 1, 2015 through January 1, 2016, subject to the terms and conditions of the award and the 2012 Plan.
(3) The reported transaction was made pursuant to a Rule 10b5-1 plan adopted by the reporting person on December 18, 2013.
(4) All shares underlying this option have vested.
(5) This transaction was executed in multiple trades at prices ranging from $226.2 to $226.98. 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 $227.05 to $227.98. 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 $228 to $228.95. 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 $229 to $229.74. 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 $230 to $230.66. 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 $231 to $231.52. 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 $232 to $232.44. 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 $234.93 to $234.9425. 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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