X0306 4 2014-04-09 0 0001270073 INTERCEPT PHARMACEUTICALS INC ICPT 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001502240 OrbiMed Capital GP IV LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.001 per share 2014-04-09 4 S 0 81305 320 D 1654603 I See Footnotes Represents shares of the Issuer's common stock ("Shares") sold by OrbiMed Private Investments IV, LP ("OPI IV") in a secondary offering pursuant to a registration statement on Form S-3 (File No. 333-194974) that was completed on April 9, 2014. This Form 4 is being jointly filed by OrbiMed Advisors LLC ("Advisors"), OrbiMed Capital GP IV LLC ("GP IV") and Samuel D. Isaly ("Isaly"). Advisors, GP IV, and Isaly have designated a representative, currently Jonathan T. Silverstein ("Silverstein"), a member of Advisors, to serve on the Issuer's board of directors. These Shares are held of record by OPI IV. GP IV is the general partner of OPI IV and Advisors is the managing member of GP IV. 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. Each of GP IV, Advisors and Isaly 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. /s/ Samuel D. Isaly 2014-04-11