SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Genextra S.p.A.

(Last)

(First)

(Middle)

VIA G. DE GRASSI, 11

(Street)

MILAN

20123

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2012

4. If Amendment, Date of 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

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, par value $0.001 per share	10/16/2012		C		2,403,837	A	⁽¹⁾⁽²⁾	4,004,537	D
Common Stock, par value $0.001 per share	10/16/2012		C		2,403,837	A	⁽¹⁾⁽²⁾	6,408,374	D
Common Stock, par value $0.001 per share	10/16/2012		C		778,843	A	⁽¹⁾⁽²⁾	7,187,217	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾⁽²⁾	10/16/2012	⁽³⁾	C			13,888,889	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,403,837	$0	0	D
Series A Preferred Stock	⁽¹⁾⁽²⁾	10/16/2012	⁽³⁾	C			13,888,889	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	2,403,837	$0	0	D
Series C Preferred Stock	⁽¹⁾⁽²⁾	10/16/2012	⁽³⁾	C			4,500,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	778,843	$0	0	D

Explanation of Responses:

1. Immediately prior the completion of the Issuer's initial public offering (the "IPO"), the reporting person beneficially owned 13,888,889 shares of the Issuer's Series A Preferred Stock, 13,888,889 shares of the Issuer's Series B Preferred Stock and 4,500,000 shares of the Issuer's Series C Preferred Stock. The Issuer's Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock had no expiration date, and were converted into the Issuer's common stock, without the payment of additional consideration, upon the closing of the Issuer's IPO based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended.

2. Upon the closing of the IPO, all 13,888,889 shares of Series A Preferred Stock, 13,888,889 shares of Series B Preferred Stock and 4,500,000 shares of Series C Preferred Stock held by Genextra S.p.A. were converted into 2,403,837 shares of common stock, 2,403,837 shares of common stock and 778,843 shares of common stock, respectively (or a conversion rate of 1-for-5.7778), and such conversion is reflected in the amount of common stock underlying the securities.

3. Not applicable.

	/s/ Barbara Duncan, as Attorney-in-fact	10/16/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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