SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SULPY MICHAEL D (Last) (First) (Middle) 3150 HOLCOMB BRIDGE ROAD, SUITE 200 (Street) NORCROSS GA 30071 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERCEPT INC [ ICPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive V.P
	3. Date of Earliest Transaction (Month/Day/Year) 11/08/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/08/2004		D		290,814	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.5	11/08/2004		D			10,000	(3)	(3)	Common Stock	10,000	(2)	0	D
Stock Option (Right to Buy)	$15.88	11/08/2004		D			7,500	(4)	(4)	Common Stock	7,500	(2)	0	D
Stock Option (Right to Buy)	$22.31	11/08/2004		D			10,000	(5)	(5)	Common Stock	10,000	(2)	0	D
Stock Option (Right to Buy)	$25.63	11/08/2004		D			7,500	(6)	(6)	Common Stock	7,500	(2)	0	D
Stock Option (Right to Buy)	$32.54	11/08/2004		D			10,000	(7)	(7)	Common Stock	10,000	(2)	0	D
Stock Option (Right to Buy)	$15.89	11/08/2004		D			25,000	(8)	(8)	Common Stock	25,000	(2)	0	D

Explanation of Responses:

1. The shares were disposed of in connection with the consummation of the merger (the "Merger") contemplated by that certain Amended and Restated Agreement and Plan of Merger dated as of September 8, 2004, among the issuer, Fidelity National Financial, Inc. ("FNF"), Fidelity National Information Services, Inc., and Fuscia Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the closing of the Merger on November 8, 2004, the reporting person received cash consideration of $18.90 per share.

2. This option was disposed of in connection with the consummation of the merger (the "Merger") contemplated by that certain Amended and Restated Agreement and Plan of Merger dated as of September 8, 2004, among the issuer, Fidelity National Financial, Inc. ("FNF"), Fidelity National Information Services, Inc., and Fuscia Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the closing of the Merger on November 8, 2004, the option was converted pursuant to a formula in the Merger Agreement to an option to purchase shares of FNF common stock in accordance with the formula stated in the Merger Agreement.

3. This option vested in three equal annual installments on January 12, 2000, 2001, and 2002. The converted option is exercisable until January 11, 2009.

4. This option vested in three equal annual installments on July 1, 2000, 2001, and 2002. The converted option is exercisable until July 1, 2009.

5. This option vested in three equal annual installments on March 21, 2002, 2003, and 2004. The converted option is exercisable until March 21, 2011.

6. This option vested in three equal annual installments on February 18, 2001, 2002, and 2003. The converted option is exercisable until February 18, 2010.

7. This option vested in three equal annual installments on April 24, 2002, 2003, and 2004. The converted option is exercisable until April 24, 2012.

8. This option vested in three equal annual installments on November 7, 2002, 2003, and 2004. The converted option is exercisable until November 7, 2012.

	/s/ Jonathan R. Coe, Attorney-in-Fact	11/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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