0001144204-12-055576.txt : 20121010 0001144204-12-055576.hdr.sgml : 20121010 20121010202909 ACCESSION NUMBER: 0001144204-12-055576 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121010 FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 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 BUSINESS ADDRESS: STREET 1: 18 Desbrosses Street CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 646-747-1000 MAIL ADDRESS: STREET 1: 18 Desbrosses Street CITY: New York STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genextra S.p.A. CENTRAL INDEX KEY: 0001559515 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35668 FILM NUMBER: 121138760 BUSINESS ADDRESS: STREET 1: VIA G. DE GRASSI, 11 CITY: MILAN STATE: L6 ZIP: 20123 BUSINESS PHONE: 390236515110 MAIL ADDRESS: STREET 1: VIA G. DE GRASSI, 11 CITY: MILAN STATE: L6 ZIP: 20123 3 1 v325403_3.xml OWNERSHIP DOCUMENT X0206 3 2012-10-10 0 0001270073 INTERCEPT PHARMACEUTICALS INC ICPT 0001559515 Genextra S.p.A. VIA G. DE GRASSI, 11 MILAN L6 20123 ITALY 0 0 1 0 Common Stock 1600700 D Series A Preferred Stock Common Stock 2403837 D Series B Preferred Stock Common Stock 2403837 D Series C Preferred Stock Common Stock 778843 D Warrant to Purchase Common Stock 10.41 2015-01-20 Common Stock 865381 D Reflects a 1-for-5.7778 reverse stock split effected on September 26, 2012. These shares of preferred stock are convertible into the Issuer's common stock in accordance with the Issuer's Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election. Not applicable. The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation set forth in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The preferred stock will convert on a 1-for-5.7778 basis and such conversion is reflected in the amount of common stock underlying the security. This warrant is immediately exercisable. Reflects the 1-for-5.7778 reverse stock split effected on September 26, 2012 in connection with the Issuer's initial public offering, pursuant to which (i) the number of shares of common stock underlying the warrant was divided by 5.7778 and (ii) the exercise price of the warrant was multiplied by 5.7778. Exhibit List - Exhibit 24 - Power of Attorney /s/ Barbara Duncan, as Attorney-in-fact 2012-10-10 EX-24 2 v325403_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Mark Pruzanski and Barbara Duncan of Intercept Pharmaceuticals, Inc. (the “Company”), and Scott Samuels, Evan Bienstock, Bryan Yoon and Michael Brown of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., signing singly, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute and deliver for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

(3)

execute and deliver for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(4)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange, self-regulatory or similar authority; and

(5)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, (i) any of the undersigned's responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 2nd day of October, 2012.

	/s/ Lorenzo Tallarigo
	Signature

	GENEXTRA SPA
	Print Name

	LORENZO TALLARIGO CHIEF EXECUTIVE OFFICER