4//SEC Filing
TALLARIGO LORENZO 4
Accession 0001144204-12-056462
CIK 0001270073other
Filed
Oct 15, 8:00 PM ET
Accepted
Oct 16, 6:04 PM ET
Size
22.8 KB
Accession
0001144204-12-056462
Insider Transaction Report
Form 4
TALLARIGO LORENZO
Director
Transactions
- Purchase
Series C Preferred Stock
2012-08-09$2.00/sh+4,500,000$9,000,000→ 4,500,000 total(indirect: See Footnote)→ Common Stock (778,843 underlying) - Conversion
Common Stock, par value $0.001 per share
2012-10-16+778,843→ 7,187,217 total(indirect: See Footnote) - Conversion
Series C Preferred Stock
2012-10-16−4,500,000→ 0 total(indirect: See Footnote)→ Common Stock (778,843 underlying) - Conversion
Common Stock, par value $0.001 per share
2012-10-16+2,403,837→ 4,004,537 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2012-10-16−13,888,889→ 0 total(indirect: See Footnote)→ Common Stock (2,403,837 underlying) - Conversion
Series B Preferred Stock
2012-10-16−13,888,889→ 0 total(indirect: See Footnote)→ Common Stock (2,403,837 underlying) - Conversion
Common Stock, par value $0.001 per share
2012-10-16+2,403,837→ 6,408,374 total(indirect: See Footnote) - Award
Options to Purchase Common Stock
2012-07-31+4,326→ 4,326 totalExercise: $9.31Exp: 2022-07-31→ Common Stock (4,326 underlying)
Footnotes (7)
- [F1]The Issuer's Series A Preferred Stock and Series B Preferred Stock had no expiration date and were converted into shares of the Issuer's common stock without the payment of additional consideration upon the closing of the Issuer's initial public offering ("IPO") based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended. Upon the closing of the IPO, all 13,888,889 shares of Series A Preferred Stock and 13,888,889 shares of Series B Preferred Stock held by Genextra S.p.A. were converted into 2,403,837 shares of common stock and 2,403,837 shares of common stock, respectively (or a conversion rate of 1-for-5.778), and such conversion is reflected in the amount of common stock underlying the securities.
- [F2]Held by Genextra S.p.A. Dr. Tallarigo is the chief executive officer of Genextra S.p.A. and, in such capacity, Dr. Tallarigo exercises voting control over the shares of common stock owned by Genextra S.p.A. and investment control over such shares as authorized by the board of directors of Genextra S.p.A. Dr. Tallarigo disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.
- [F3]On August 9, 2012, Genextra S.p.A. purchased an aggregate of 4,500,000 shares of the Issuer's Series C Preferred Stock. These shares of Series C Preferred Stock had no expiration date and were converted into shares of the Issuer's common stock without the payment of additional consideration upon the closing of the IPO based on the conversion rate then in effect, as determined in accordance with the Issuer's Restated Certificate of Incorporation, as amended. Upon the closing of the IPO, all 4,500,000 shares of Series C Preferred Stock held by Genextra S.p.A. were converted into 778,843 shares of common stock (or a conversion rate of 1-for-5.7778), and such conversion is reflected in the amount of common stock underlying the security.
- [F4]Not applicable.
- [F5]This transaction is being reported on this Form 4 solely for the purposes of reporting the transactions that occurred within six months of the first transaction by the reporting person giving rise to the filing of this report on Form 4, in compliance with Rule 16a-2(a) promulgated under the Exchange Act.
- [F6]29.04% of the shares underlying this option were vested on July 31, 2012, the date of grant, and the remainder of the shares originally underlying the option vest on a pro rata monthly basis through December 31, 2014, subject to the terms and conditions thereof.
- [F7]The vesting of all stock options granted to Dr. Tallarigo under the Issuer's 2003 Stock Incentive Plan, as amended, has been suspended starting from October 10, 2012 until October 10, 2013, at which time all such stock options that would have vested during this period will vest and all remaining unvested stock options will continue vesting in accordance with the original terms.
Documents
Issuer
INTERCEPT PHARMACEUTICALS INC
CIK 0001270073
Entity typeother
Related Parties
1- filerCIK 0001276039
Filing Metadata
- Form type
- 4
- Filed
- Oct 15, 8:00 PM ET
- Accepted
- Oct 16, 6:04 PM ET
- Size
- 22.8 KB