0001104659-21-024924.txt : 20210217 0001104659-21-024924.hdr.sgml : 20210217 20210217190136 ACCESSION NUMBER: 0001104659-21-024924 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210215 FILED AS OF DATE: 20210217 DATE AS OF CHANGE: 20210217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DeFrancesco Lisa CENTRAL INDEX KEY: 0001846325 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35668 FILM NUMBER: 21646894 MAIL ADDRESS: STREET 1: C/O INTERCEPT PHARMACEUTICALS, INC. STREET 2: 10 HUDSON YARDS, FLOOR 37 CITY: NEW YORK STATE: NY ZIP: 10001 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: 10 HUDSON YARDS, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 646-747-1000 MAIL ADDRESS: STREET 1: 10 HUDSON YARDS, 37TH FLOOR CITY: New York STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT PHARMACEUTICALS INC DATE OF NAME CHANGE: 20031113 3 1 tm216932d4_3.xml OWNERSHIP DOCUMENT X0206 3 2021-02-15 0 0001270073 INTERCEPT PHARMACEUTICALS, INC. ICPT 0001846325 DeFrancesco Lisa C/O INTERCEPT PHARMACEUTICALS, INC. 10 HUDSON YARDS, FLOOR 37 NEW YORK NY 10001 0 1 0 0 SVP, IR & Corp. Affairs Common Stock 11592 D Option to Purchase Common Stock 65.87 2029-10-01 Common Stock 3825 D Option to Purchase Common Stock 99.66 2030-01-23 Common Stock 2600 D Option to Purchase Common Stock 29.46 2031-01-22 Common Stock 7600 D Includes both restricted stock units that represent a contingent right to receive one share of the Issuer's Common Stock, as well as shares of Common Stock. The award is subject to a four-year vesting period, with 25% of the shares subject to the award vesting and becoming exercisable in an initial installment on the anniversary of the Vesting Commencement Date and 1/48th of the shares subject to the award vesting and becoming exercisable each month thereafter. The Vesting Commencement Date is October 1, 2019. The award is subject to a four-year vesting period, with 25% of the shares subject to the award vesting and becoming exercisable in an initial installment on the anniversary of the Vesting Commencement Date and 1/48th of the shares subject to the award vesting and becoming exercisable each month thereafter. The Vesting Commencement Date is January 1, 2020. The award is subject to a four-year vesting period, with 25% of the shares subject to the award vesting and becoming exercisable in an initial installment on the anniversary of the Vesting Commencement Date and 1/48th of the shares subject to the award vesting and becoming exercisable each month thereafter. The Vesting Commencement Date is January 1, 2021. Exhibit List- Exhibit 24.1- Power of Attorney /s/ Sandip Kapadia, as attorney-in-fact 2021-02-17 EX-24.1 2 tm216932d4_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Jerome B. Durso, Sandip Kapadia, Jared Freedberg, and Mary J. Grendell of Intercept Pharmaceuticals, Inc. (the “Company”), signing singly, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:

 

1.execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or more than 10% stockholder of the Company, Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports (including any amendments thereto) the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of the Company;

 

2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 or other form or report (including any amendments thereto), and timely file such form or report (including any amendments thereto) with the U.S. Securities and Exchange Commission and any stock exchange, self-regulatory or similar authority; and

 

3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, (i) any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or any liability for the undersigned’s failure to comply therewith or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended.

 

The undersigned agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 or other forms or reports (including any amendments thereto) and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

 

 

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of February, 2021.

 

 

  /s/ Lisa DeFrancesco  
 

Name: Lisa DeFrancesco