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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 05/07/2013 | M | 1,330 (2) | (2) | (2) | Common Stock | 1,330 | $ 0 | 0 | I | See Footnotes (4) (6) | |||
| Restricted Stock Units | (1) | 05/09/2013 | M | 325 (3) | (3) | (3) | Common Stock | 325 | $ 0 | 324 | I | See Footnotes (4) (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY 10022 |
X | |||
| OrbiMed Capital GP IV LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY 10022 |
X | |||
| ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Samuel D. Isaly | 05/09/2014 | |
| **Signature of Reporting Person | Date |
| * | 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 the Issuer's common stock ("Shares") on a one-for-one basis. |
| (2) | One May 7, 2013, Jonathan T. Silverstein ("Silverstein"), a member of OrbiMed Advisors LLC ("Advisors") and a designated representative of the Reporting Persons on the Issuer's board of directors, was granted 1,330 RSUs. The RSUs reported as having been disposed and the corresponding Shares reported as having been acquired, representing 100% of the Shares underlying such RSUs, became vested on May 7, 2014, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"). |
| (3) | On November 16, 2012, Silverstein was granted 2,596 RSUs. The RSUs reported as having been disposed and the corresponding Shares reported as having been acquired, representing 12.5% of the Shares underlying such RSUs, became vested on May 9, 2014, subject to the terms and conditions of the award and the 2012 Plan. The remainder of the Shares originally underlying the RSUs will vest on August 9, 2014, subject to the terms and conditions of the award and the 2012 Plan. |
| (4) | This Form 4 is being jointly filed by Advisors, OrbiMed Capital GP IV LLC ("GP IV") and Samuel D. Isaly ("Isaly"). Advisors, GP IV, and Isaly have designated a representative, currently Silverstein, to serve on the Issuer's board of directors. |
| (5) | These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). GP IV is the general partner of OPI IV and Advisors is the managing member of GP IV. Isaly is the managing member of and owner of a controlling interest in Advisors and may be deemed to have voting and investment power over the Shares held by OPI IV. Silverstein is obligated to transfer any Shares issued under any RSUs granted to him by the Issuer to the Reporting Persons, which will distribute such Shares to OPI IV. |
| (6) | Each of GP IV, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose. |