0001104659-23-117105.txt : 20231113 0001104659-23-117105.hdr.sgml : 20231113 20231113144409 ACCESSION NUMBER: 0001104659-23-117105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231108 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Miller-Rich Nancy CENTRAL INDEX KEY: 0001735084 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35668 FILM NUMBER: 231397881 MAIL ADDRESS: STREET 1: C/O INTERCEPT PHARMACEUTICALS, INC. STREET 2: 10 HUDSON YARDS, 37TH FL 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: 305 MADISON AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 646-747-1000 MAIL ADDRESS: STREET 1: 305 MADISON AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT PHARMACEUTICALS INC DATE OF NAME CHANGE: 20031113 4 1 tm2330435-14_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-08 1 0001270073 INTERCEPT PHARMACEUTICALS, INC. ICPT 0001735084 Miller-Rich Nancy C/O INTERCEPT PHARMACEUTICALS, INC. 305 MADISON AVENUE MORRISTOWN NJ 07960 1 0 0 0 0 Common Stock 2023-11-08 4 U 0 22304 19.00 D 0 D Common Stock 2023-11-08 4 D 0 8111 19.00 D 0 D Option to Purchase Common Stock 17.08 2023-11-08 4 D 0 12089 D Common Stock 12089 0 D Option to Purchase Common Stock 16.82 2023-11-08 4 D 0 12790 D Common Stock 12790 0 D Option to Purchase Common Stock 9.17 2023-11-08 4 D 0 12547 D Common Stock 12547 0 D Option to Purchase Common Stock 85.12 2023-11-08 4 D 0 7684 D Common Stock 7684 0 D Option to Purchase Common Stock 82.25 2023-11-08 4 D 0 2174 D Common Stock 2174 0 D Option to Purchase Common Stock 72.74 2023-11-08 4 D 0 2966 D Common Stock 2966 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 26, 2023, among the Issuer, Alfasigma S.p.A. ("Alfasigma"), and Interstellar Acquisition Inc., a wholly owned subsidiary of Alfasigma ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of November 8, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $19.00 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one share of Company Common Stock upon vesting of the RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the contingent right to receive a cash payment (without interest and subject to any applicable tax withholding) equal to (A) the Offer Price, multiplied by (B) the number of shares of Company Common Stock subject to such RSU. Such payment right will vest and become payable in accordance with vesting schedule (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable RSUs immediately prior to the Effective Time. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Offer Price, was cancelled and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option immediately prior to the Effective Time. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was equal to or greater than the Offer Price was cancelled with no consideration payable in respect thereof. /s/ Rocco Venezia, as attorney-in-fact 2023-11-13