Mark Pruzanski - Nov 8, 2023 Form 4 Insider Report for INTERCEPT PHARMACEUTICALS, INC. (ICPT)

Role
Director
Signature
/s/ Rocco Venezia, as attorney-in-fact
Stock symbol
ICPT
Transactions as of
Nov 8, 2023
Transactions value $
-$11,758,986
Form type
4
Date filed
11/13/2023, 02:40 PM
Previous filing
May 23, 2023
Next filing
May 23, 2024
SEC
View on sec.gov

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 -$11.8M -619K -100% $19.00 0 Nov 8, 2023 Direct F1

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 -332 -100% 0 Nov 8, 2023 Common Stock 332 $266.01 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -5.4K -100% 0 Nov 8, 2023 Common Stock 5.4K $266.01 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -1.04K -100% 0 Nov 8, 2023 Common Stock 1.04K $161.16 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -31.5K -100% 0 Nov 8, 2023 Common Stock 31.5K $161.16 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -635 -100% 0 Nov 8, 2023 Common Stock 635 $94.29 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -29.9K -100% 0 Nov 8, 2023 Common Stock 29.9K $94.29 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -1.21K -100% 0 Nov 8, 2023 Common Stock 1.21K $107.18 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -38.8K -100% 0 Nov 8, 2023 Common Stock 38.8K $107.18 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -207 -100% 0 Nov 8, 2023 Common Stock 207 $58.74 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -45.3K -100% 0 Nov 8, 2023 Common Stock 45.3K $58.74 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -889 -100% 0 Nov 8, 2023 Common Stock 889 $110.80 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -12.8K -100% 0 Nov 8, 2023 Common Stock 12.8K $110.80 Direct F2
transaction ICPT Option to Purchase Common Stock Disposed to Issuer -17.7K -100% 0 Nov 8, 2023 Common Stock 17.7K $99.66 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark Pruzanski 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 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.