INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) Files An 8-K Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2017, Intercept Pharmaceuticals, Inc. (the
Company) announced the results for its fourth quarter and full
year ended December 31, 2016, and provided other general business
updates. A copy of the Companys press release (the Press Release)
containing such announcement is attached hereto as Exhibit 99.1.
The information in the press release is incorporated by reference
into this Item 2.02 of this Current Report on Form 8-K.

Except as shall be expressly set forth by specific reference, the
information contained or incorporated by reference in this Item
2.02 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Jerome B. Durso Appointed Intercept’s Chief Operating
Officer

On February 23, 2017, the Company announced the appointment of
Jerome B. Durso as the Companys chief operating officer. Mr.
Durso commenced his employment with us on February 23, 2016.

Mr. Durso, age 49, brings nearly 25 years of experience in
building and leading commercial and business operations at life
sciences companies both in the United States and abroad. Mr.
Durso has spent the majority of his career at Sanofi, a global
pharmaceutical company, where he most recently served as senior
vice president, chief commercial officer of the global diabetes
division from 2011 through 2015. From 2010 to 2011, Mr. Durso was
senior vice president, chief commercial officer of Sanofis U.S.
pharmaceuticals business. Prior to that, he served in a number of
commercialleadershiproles of increasing responsibility in
business unit and brand management, marketing and salessince he
first joined Sanofi in 1993. Mr. Durso currentlyserves as an
advisory board member of the Robert Wood Johnson University
Hospital Somerset in Somerville,New Jersey. Mr. Durso earned his
bachelor degree in marketing from the University of Notre Dame.

In connection with his appointment as chief operating officer,
Mr. Durso and the Company entered into an employment agreement
(the Employment Agreement) which sets forth the terms and
conditions of Mr. Dursos employment with the Company. The
Employment Agreement, which has an initial one-year term with
automatic renewal each year thereafter unless terminated as set
forth below, provides that Mr. Durso shall (i) receive a base
salary of $520,000 (Base Salary); (ii) be eligible for an annual
cash bonus of up to 50% of his Base Salary; (iii) be granted on
the Commencement Date an option to purchase 20,000 shares of the
Company’s common stock under the Companys 2012 Equity Incentive
Plan (the 2012 Plan), at a per share exercise price equal to the
closing price of the common stock on the date of grant; and (iv)
be granted a restricted stock award for 15,000 shares of the
Companys common stock under the 2012 Plan.

In the event that the Company does not renew Mr. Dursos
employment at the end of his employment term, Mr. Durso is
terminated by the Company without cause, as defined in the
Employment Agreement, or he resigns with good reason, as defined
in the Employment Agreement, Mr. Durso will be entitled to
receive (i) 12 months of his base salary (paid in accordance with
the Companys payroll) and (ii) continued participation in the
Companys group health and/or dental plan and the payment of his
premiums for 12 months (or the cost of COBRA coverage for such
period) for him and his dependents covered under the Companys
group health and/or dental plan prior to termination. In the
event that Mr. Durso does not renew his employment at the end of
the employment term, is terminated for cause, is terminated due
to death or disability, or terminates his employment without good
reason, Mr. Durso will not be entitled to severance payments
unless mutually agreed upon in writing.

If the Company does not renew the employment of Mr. Durso at the
end of his respective employment term, Mr. Durso is terminated by
the Company without cause or he resigns with good reason, all of
Mr. Dursos equity awards and stock options that would have vested
within one year of the termination date will vest upon
effectiveness of a release of claims in the Companys favor and
all vested stock options will be exercisable for up to one year
from the effective date of termination unless the stock plan to
which the option is granted requires earlier termination.

In the event that Mr. Durso is terminated by the Company for
cause, by Mr. Durso by reason of non-renewal of the Employment
Agreement, or by Mr. Durso without good reason, all unvested
equity awards and stock options granted will immediately be
forfeited and all vested options will be exercisable for up to 90
days following termination unless the stock plan to which the
option is granted requires earlier termination.

In the event of the termination of Mr. Dursos employment, in
anticipation of, and/or within 12 months following, a change in
control (i) by the Company by reason of non-renewal of the
Employment Agreement, (ii) by Mr. Durso for good reason or (iii)
by the Company without cause, Mr. Durso will be entitled to
receive (a) an amount equal to 12 months of his then-current
monthly base salary payable as a single lump sum and (b)
continuation of participation in the Companys group health and/or
dental plan and the payment of his premiums for 12 months (or the
cost of COBRA coverage for such period) for Mr. Durso, his spouse
and any dependents covered under our group health and/or dental
plan prior to termination. In such instances of termination all
of Mr. Dursos unvested equity awards and stock options will, upon
effectiveness of a release of claims in the Companys favor,
become fully vested and all of his vested stock options will be
exercisable for a period of one year following the effective date
of termination unless the stock plan to which the option is
granted requires earlier termination.

Receipt of the severance benefits described above is conditioned
upon Mr. Durso, as the case may be, entering into a release of
claims with the Company and the release becoming effective and
irrevocable within 60 days after termination. Mr. Durso has
acknowledged and agreed that the timing of payments may be
modified by the Company to comply with Section 409A of the
Internal Revenue Code of 1986.

Item 7.01. Regulation FD Disclosure.

On February 23, 2017, the Company announced the appointment of
Mr. Durso as the Companys chief operating officer as part of the
Press Release. A copy of the Press Release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.

Except as shall be expressly set forth by specific reference, the
information contained or incorporated by reference in this Item
7.01 shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form
8-K:

About INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT)

Intercept Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of therapeutics to treat non-viral, progressive liver diseases. The Company’s product candidates have the potential to treat orphan and more prevalent diseases for which there are limited therapeutic solutions. The Company’s product candidate, obeticholic acid (OCA), is a bile acid analog, a chemical substance that has a structure based on a naturally occurring human bile acid that selectively binds to and activates the farnesoid X receptor (FXR). The Company is developing OCA for the treatment of liver diseases, such as primary biliary cirrhosis (PBC), non-alcoholic steatoheptitis (NASH), primary sclerosing cholangitis (PCS) and biliary atresia. The Company is also developing other products INT-767 for the treatment of fibrosis and INT-777 for the treatment of type 2 diabetes.

INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) Recent Trading Information

INTERCEPT PHARMACEUTICALS, INC. (NASDAQ:ICPT) closed its last trading session 00.00 at 122.79 with 480,515 shares trading hands.