SEC Form SC 13G/A filed by Intercept Pharmaceuticals Inc. (Amendment)
$ICPT
Biotechnology: Pharmaceutical Preparations
Health Care
240.13d-102 Schedule 13G - Information to be included in statements filed
pursuant to 240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Intercept Pharmaceuticals, Inc.
(Title of Class of Securities)
Common Stock, par value $0.001 per share
(CUSIP Number)
45845P108
(Date of Event Which Requires Filing of this Statement)
December 31, 2022
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
the Notes).
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 45845P108
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(1) Names of reporting persons Point72 Asset Management, L.P.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 166,300
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(7) Sole dispositive power 0
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(8) Shared dispositive power 166,300
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(9) Aggregate amount beneficially owned by each reporting person
166,300
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0.4%
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(12) Type of reporting person (see instructions) PN
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CUSIP No. 45845P108
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(1) Names of reporting persons Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 166,300
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(7) Sole dispositive power 0
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(8) Shared dispositive power 166,300
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(9) Aggregate amount beneficially owned by each reporting person
166,300
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0.4%
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(12) Type of reporting person (see instructions) CO
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CUSIP No. 45845P108
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(1) Names of reporting persons Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 225,851
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(7) Sole dispositive power 0
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(8) Shared dispositive power 225,851
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(9) Aggregate amount beneficially owned by each reporting person
225,851
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0.5%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 45845P108
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(1) Names of reporting persons Point72 Middle East FZE
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United Arab Emirates
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 0
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(7) Sole dispositive power 0
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(8) Shared dispositive power 0
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(9) Aggregate amount beneficially owned by each reporting person
0
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0%
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(12) Type of reporting person (see instructions) OO
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CUSIP No. 45845P108
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(1) Names of reporting persons Steven A. Cohen
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(2) Check the appropriate box if a member of a group
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(a)
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(see instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of organization United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power 0
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(6) Shared voting power 392,151
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(7) Sole dispositive power 0
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(8) Shared dispositive power 392,151
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(9) Aggregate amount beneficially owned by each reporting person
392,151
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(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by amount in Row (9) 0.9%
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(12) Type of reporting person (see instructions) IN
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Item 1(a) Name of issuer:
Intercept Pharmaceuticals, Inc.
Item 1(b) Address of issuer's principal executive offices:
305 Madison Avenue, Morristown, NJ 07960
2(a) Name of person filing:
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to shares of common stock, par value $0.001 per share
(“Shares”), of the Issuer held by an investment fund it manages; (ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to Shares held by an investment fund managed by Point72 Asset
Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Shares held by an investment fund it
manages; (iv) Point72 Middle East FZE (“Point72 Middle East”) with respect to
Shares held by an investment fund it manages; and (v) Steven A. Cohen
(“Mr. Cohen”) with respect to Shares beneficially owned by Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Middle East.
Management”) with respect to shares of common stock, par value $0.001 per share
(“Shares”), of the Issuer held by an investment fund it manages; (ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to Shares held by an investment fund managed by Point72 Asset
Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Shares held by an investment fund it
manages; (iv) Point72 Middle East FZE (“Point72 Middle East”) with respect to
Shares held by an investment fund it manages; and (v) Steven A. Cohen
(“Mr. Cohen”) with respect to Shares beneficially owned by Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Middle East.
2(b) Address or principal business office or, if none, residence:
The address of the principal business office of (i) Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902;
(ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001; and (iii) Point72
Middle East is EO3, 04, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab
Emirates.
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902;
(ii) Cubist Systematic Strategies is 55 Hudson Yards, New York, NY 10001; and (iii) Point72
Middle East is EO3, 04, Sheikh Rashid Tower, Dubai World Trade Centre, Dubai, United Arab
Emirates.
2(c) Citizenship:
Point72 Asset Management is a Delaware limited partnership. Point72 Capital Advisors Inc. is a
Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company.
Point72 Middle East is a limited liability free zone establishment. Mr. Cohen is a United States
citizen.
Delaware corporation. Cubist Systematic Strategies is a Delaware limited liability company.
Point72 Middle East is a limited liability free zone establishment. Mr. Cohen is a United States
citizen.
2(d) Title of class of securities:
Common Stock, par value $0.001 per share
2(e) CUSIP Number:
45845P108
Item 3.
Not applicable
Item 4. Ownership
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Such information is as of the close of business on December 31, 2022.
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, Point72 Middle East, and Mr. Cohen own directly no Shares. Pursuant
to an investment management agreement, Point72 Asset Management maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.
Pursuant to an investment management agreement, Cubist Systematic Strategies maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Pursuant to an investment management agreement, Point72 Middle East maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Mr. Cohen controls each of Point72 Asset Management, Point72 Capital Advisors Inc.,
Cubist Systematic Strategies, and Point72 Middle East. The filing of this statement should not be
construed as an admission that any of the foregoing persons or any reporting person is, for the
purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
Strategies, Point72 Middle East, and Mr. Cohen own directly no Shares. Pursuant
to an investment management agreement, Point72 Asset Management maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.
Pursuant to an investment management agreement, Cubist Systematic Strategies maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Pursuant to an investment management agreement, Point72 Middle East maintains
investment and voting power with respect to the securities held by an investment fund it
manages. Mr. Cohen controls each of Point72 Asset Management, Point72 Capital Advisors Inc.,
Cubist Systematic Strategies, and Point72 Middle East. The filing of this statement should not be
construed as an admission that any of the foregoing persons or any reporting person is, for the
purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [X].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
See Item 2(a).
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reporting on by the Parent Holding Company or Control
Person.
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose.
Signature. After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 14, 2023
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
Name: Jason M. Colombo
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES, LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
Name: Jason M. Colombo
Title: Authorized Person
POINT72 MIDDLE EAST FZE
By: /s/ Rafael Lopez Espinosa
Name: Rafael Lopez Espinosa
Title: Authorized Person
Name: Rafael Lopez Espinosa
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
Name: Jason M. Colombo
Title: Authorized Person