Jerome Benedict Durso - Nov 8, 2023 Form 4 Insider Report for INTERCEPT PHARMACEUTICALS, INC. (ICPT)

Role: CEO, Director
Signature: /s/ Rocco Venezia, as attorney-in-fact
Stock symbol: ICPT
Transactions as of: Nov 8, 2023
Transactions value $: -$2,938,160
Form type: 4
Date filed: 11/13/2023, 02:40 PM
Previous filing: Jan 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ICPT	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$984K	-51.8K	-100%	$19.00	0	Nov 8, 2023	Direct	F1
transaction	ICPT	Common Stock	Disposed to Issuer	-$1.95M	-103K	-100%	$19.00	0	Nov 8, 2023	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-60.9K	-100%		0	Nov 8, 2023	Common Stock	60.9K	$14.44	Direct	F4
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-82.7K	-100%		0	Nov 8, 2023	Common Stock	82.7K	$18.40	Direct	F4
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-3.42K	-100%		0	Nov 8, 2023	Common Stock	3.42K	$115.93	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-16.6K	-100%		0	Nov 8, 2023	Common Stock	16.6K	$115.93	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-71	-100%		0	Nov 8, 2023	Common Stock	71	$58.74	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-20.6K	-100%		0	Nov 8, 2023	Common Stock	20.6K	$58.74	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-896	-100%		0	Nov 8, 2023	Common Stock	896	$110.80	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-14.3K	-100%		0	Nov 8, 2023	Common Stock	14.3K	$110.80	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-17.4K	-100%		0	Nov 8, 2023	Common Stock	17.4K	$99.66	Direct	F5
transaction	ICPT	Option to Purchase Common Stock	Disposed to Issuer		-72K	-100%		0	Nov 8, 2023	Common Stock	72K	$29.46	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jerome Benedict Durso is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.