X0306 5 2012-12-31 0 1 1 0001270073 INTERCEPT PHARMACEUTICALS INC ICPT 0001569222 Micheli Francesco C/O GENEXTRA S.P.A. VIA G. DE GRASSI, 11 MILAN L6 20124 ITALY 0 0 1 0 Common Stock, par value $0.001 per share 3 8052598 I See footnote Common Stock, par value $0.001 per share 2012-10-16 4 C 0 L 2403837 A 8052598 I See footnote Common Stock, par value $0.001 per share 2012-10-16 4 C 0 L 2403837 A 8052598 I See footnote Common Stock, par value $0.001 per share 2012-10-16 4 C 0 L 778843 A 8052598 I See footnote Series A Preferred Stock 3 Common Stock 0 0 I See footnote Series B Preferred Stock 3 Common Stock 0 0 I See footnote Series C Preferred Stock 3 Common Stock 0 0 I See footnote Warrant to Purchase Common Stock 10.41 3 2015-01-20 Common Stock 0 865381 I See footnote Series A Preferred Stock 2012-10-16 4 C 0 L 13888889 0 D Common Stock 2403837 0 I See footnote Series B Preferred Stock 2012-10-16 4 C 0 L 13888889 0 D Common Stock 2403837 0 I See fottnote Series C Preferred Stock 2012-10-16 4 C 0 L 4500000 0 D Common Stock 778843 0 I See footnote Genextra. S.p.A. owned 1,600,700 shares of Common Stock on October 10, 2012, the date on which the reporting person became a greater than 10% owner of the Issuer. Immediately prior the completion of the Issuer's initial public offering (the "IPO"), Genextra S.p.A. 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. 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. Held by Genextra S.p.A. Mr. Micheli is an Executive Director of Genextra S.p.A. and, in such capacity, Mr. Micheli exercises voting control over the shares of common stock owned by Genextra S.p.A. Mr. Micheli disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any. Not applicable. The shares of preferred stock would convert into common stock upon the closing of the Issuer's initial public offering using a calculation set forth in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The preferred stock would convert on a 1-for-5.7778 basis and such conversion is reflected in the amount of common stock underlying the security Genextra. S.p.A. owned 2,403,837 shares of Series A Preferred Stock on October 10, 2012, the date on which the reporting person became a greater than 10% owner of the Issuer. Genextra. S.p.A. owned 2,403,837 shares of Series B Preferred Stock on October 10, 2012, the date on which the reporting person became a greater than 10% owner of the Issuer. Genextra. S.p.A. owned 778,843 shares of Series C Preferred Stock on October 10, 2012, the date on which the reporting person became a greater than 10% owner of the Issuer. Genextra. S.p.A. owned warrants to purchase 865,381 shares of Common Stock on October 10, 2012, the date on which the reporting person became a greater than 10% owner of the Issuer. These shares of preferred stock were convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election. This Warrant is immediately exercisable. Exhibit List - Exhibit 24 - Power of Attorney /s/ Allison Sherrier, attorney-in-fact for Mr. Francesco Micheli 2013-02-14