0001144204-12-056458.txt : 20121016 0001144204-12-056458.hdr.sgml : 20121016 20121016180219 ACCESSION NUMBER: 0001144204-12-056458 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120809 FILED AS OF DATE: 20121016 DATE AS OF CHANGE: 20121016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILVERSTEIN JONATHAN CENTRAL INDEX KEY: 0001171005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35668 FILM NUMBER: 121146985 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001270073 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223868459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 18 Desbrosses Street CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 646-747-1000 MAIL ADDRESS: STREET 1: 18 Desbrosses Street CITY: New York STATE: NY ZIP: 10013 4 1 v325786_4.xml OWNERSHIP DOCUMENT X0306 4 2012-08-09 0 0001270073 INTERCEPT PHARMACEUTICALS INC ICPT 0001171005 SILVERSTEIN JONATHAN C/O INTERCEPT PHARMACEUTICALS, INC. 18 DESBROSSES STREET NEW YORK NY 10013 1 0 1 0 Common Stock, par value $0.001 per share 2012-10-16 4 C 0 1817300 A 1817300 I See Foonote Common Stock, par value $0.001 per share 2012-10-16 4 P 0 333334 15 A 2150634 I See Foonote Series C Preferred Stock 2012-08-09 4 P 0 10500000 2 A Common Stock 1817300 10500000 I See Foonote Series C Preferred Stock 2012-10-16 4 C 0 10500000 0 D Common Stock 1817300 0 I See Foonote On August 9, 2012, OrbiMed Private Investments IV, LP ("OPI IV") purchased an aggregate of 10,500,000 shares of the Issuer's Series C Preferred Stock. These shares of Series C Preferred Stock had no expiration date and were converted into shares of the Issuer's common stock without the payment of additional consideration upon the closing of the Issuer's initial public offering (the "IPO") based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended. Upon the closing of the IPO, all 10,500,000 shares of Series C Preferred Stock held by OPI IV were converted into 1,817,300 shares of common stock at a conversion rate of 1 share of common stock for every 5.7778 shares of Series C Preferred Stock, and such conversion is reflected in the amount of common stock underlying the security. Not applicable. Reflects a 1-for-5.7778 reverse split of the Issuer's common stock effected on September 26, 2012. These shares are held of record by OPI IV. OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV and OrbiMed Advisors LLC ("Advisors") is the managing member of GP IV LLC. Samuel D. Isaly ("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. Mr. Silverstein is a member of Advisors. Each of GP IV, Advisors, Isaly and Mr. Silverstein 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. Reflects shares of common stock purchased in the Issuer's initial public offering. This transaction is being reported on this Form 4 solely for the purposes of reporting the transactions that occurred within six months of the first transaction by the reporting person giving rise to the filing of this report on Form 4, in compliance with Rule 16a-2(a) promulgated under the Exchange Act. /s/ Barbara Duncan, as Attorney-in-fact 2012-10-16