Mark Pruzanski - 08 Nov 2023 Form 4 Insider Report for INTERCEPT PHARMACEUTICALS, INC.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 08 Nov 2023
Net transaction value: -$11,758,986
SEC form: 4
Accepted by SEC: 13 Nov 2023, 14:40:39 UTC
Prior SEC filing: 23 May 2023
Next SEC filing: 23 May 2024
Source filing: View source filing
Reporting owner signature: /s/ Rocco Venezia, as attorney-in-fact

Key filing fact

Mark Pruzanski filed Form 4 for INTERCEPT PHARMACEUTICALS, INC. on 13 Nov 2023.

Key facts

This page summarizes Mark Pruzanski's Form 4 filing for INTERCEPT PHARMACEUTICALS, INC..
14 reported transactions and 13 derivative rows are listed below.
Accepted by SEC: 13 Nov 2023, 14:40.

Change

Previous filing in this sequence was filed on 23 May 2023.
Current net transaction value: -$11,758,986.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ICPT transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $11,758,986
Shares: -618,894
Change %: -100%
Price: $19.00
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -332
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 332
Exercise price: $266.01
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -5,401
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,401
Exercise price: $266.01
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -1,044
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,044
Exercise price: $161.16
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -31,506
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 31,506
Exercise price: $161.16
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -635
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 635
Exercise price: $94.29
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -29,865
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 29,865
Exercise price: $94.29
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -1,207
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,207
Exercise price: $107.18
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -38,793
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 38,793
Exercise price: $107.18
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -207
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 207
Exercise price: $58.74
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -45,293
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 45,293
Exercise price: $58.74
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -889
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 889
Exercise price: $110.80
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -12,811
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 12,811
Exercise price: $110.80
Footnotes: F2

ICPT transaction Derivative

Option to Purchase Common Stock

Disposed to Issuer

Transaction value
Shares: -17,700
Change %: -100%
Price
Shares after: 0
Date: 08 Nov 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 17,700
Exercise price: $99.66
Footnotes: F2

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Mark Pruzanski is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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.

Footnote F2

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.