X0306 4 2014-07-17 0 0001270073 INTERCEPT PHARMACEUTICALS INC ICPT 0001283972 VEITINGER KLAUS R DR C/O INTERCEPT PHARMACEUTICALS, INC. 450 W. 15TH STREET, SUITE 505 NEW YORK NY 10011 1 0 0 0 Common Stock 2014-07-17 4 A 0 226 0 A 2006 D Option to Purchase Common Stock 210.36 2014-07-17 4 A 0 275 0 A 2024-07-17 Common Stock 275 275 D 100% of the shares of restricted stock will vest on July 17, 2015, the one year anniversary of the grant date, subject to the terms and conditions of the award and the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "2012 Plan"); provided, however, that if the date of the 2015 annual meeting of stockholders is held prior to the one year anniversary date from the grant, the shares of restricted stock shall vest as of the close of business on the day immediately preceding such annual meeting date, subject to the director's continued service on the issuer's board of directors. 100% of the shares underlying this option (i.e. 275 shares) will vest on July 17, 2015, the one year anniversary of the grant date, subject to the terms and conditions of the award and the 2012 Plan; provided, however, that if the date of the 2015 annual meeting of stockholders is held prior to the one year anniversary date from the grant, the shares underlying the option shall vest as of the close of business on the day immediately preceding such annual meeting date, subject to the director's continued service on the issuer's board of directors. /s/ Bryan Yoon, as attorney-in-fact 2014-07-21