0001104659-23-117096.txt : 20231113 0001104659-23-117096.hdr.sgml : 20231113 20231113144048 ACCESSION NUMBER: 0001104659-23-117096 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231108 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Durso Jerome Benedict CENTRAL INDEX KEY: 0001698665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35668 FILM NUMBER: 231397856 MAIL ADDRESS: STREET 1: 840 PARK AVE CITY: HOBOKEN STATE: NJ ZIP: 07030 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001270073 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 223868459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 305 MADISON AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 BUSINESS PHONE: 646-747-1000 MAIL ADDRESS: STREET 1: 305 MADISON AVENUE CITY: MORRISTOWN STATE: NJ ZIP: 07960 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT PHARMACEUTICALS INC DATE OF NAME CHANGE: 20031113 4 1 tm2330435-7_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-08 1 0001270073 INTERCEPT PHARMACEUTICALS, INC. ICPT 0001698665 Durso Jerome Benedict C/O INTERCEPT PHARMACEUTICALS, INC. 305 MADISON AVENUE MORRISTOWN NJ 07960 1 1 0 0 CEO 0 Common Stock 2023-11-08 4 U 0 51815 19.00 D 0 D Common Stock 2023-11-08 4 D 0 102825 19.00 D 0 D Option to Purchase Common Stock 14.44 2023-11-08 4 D 0 60900 D Common Stock 60900 0 D Option to Purchase Common Stock 18.40 2023-11-08 4 D 0 82700 D Common Stock 82700 0 D Option to Purchase Common Stock 115.93 2023-11-08 4 D 0 3419 D Common Stock 3419 0 D Option to Purchase Common Stock 115.93 2023-11-08 4 D 0 16581 D Common Stock 16581 0 D Option to Purchase Common Stock 58.74 2023-11-08 4 D 0 71 D Common Stock 71 0 D Option to Purchase Common Stock 58.74 2023-11-08 4 D 0 20629 D Common Stock 20629 0 D Option to Purchase Common Stock 110.80 2023-11-08 4 D 0 896 D Common Stock 896 0 D Option to Purchase Common Stock 110.80 2023-11-08 4 D 0 14304 D Common Stock 14304 0 D Option to Purchase Common Stock 99.66 2023-11-08 4 D 0 17400 D Common Stock 17400 0 D Option to Purchase Common Stock 29.46 2023-11-08 4 D 0 72000 D Common Stock 72000 0 D 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. 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. 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. 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. 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. /s/ Rocco Venezia, as attorney-in-fact 2023-11-13