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