UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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INTERCEPT PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

45845P108

(CUSIP Number)

 

August 17, 2020

(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

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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1	NAMES OF REPORTING PERSONS
	Francesco Micheli
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			4,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			4,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,000,000 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Paolo Fundarò
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			31,994 shares of Common Stock
		6	SHARED VOTING POWER
			4,000,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER
			31,994 shares of Common Stock
		8	SHARED DISPOSITIVE POWER
			4,000,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,031,994 shares of Common Stock
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	12.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Amendment No. 7 (this “Amendment”) amends and supplements the statement on Schedule 13G (the “Schedule 13G”), dated February 14, 2013, as subsequently amended by Amendment No. 1, dated February 13, 2014 (“Amendment No. 1”), Amendment No. 2, dated February 17, 2015 (“Amendment No. 2”), Amendment No. 3, dated April 9, 2018 (“Amendment No. 3”), Amendment No. 4, dated February 8, 2019 (“Amendment No. 4”), Amendment No. 5, dated July 25, 2019 (“Amendment No. 5”), and Amendment No. 6, dated May 15, 2020 (“Amendment No. 6”) filed jointly by Genextra S.p.A. (“Genextra”), Francesco Micheli and Paolo Fundarò, with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of Intercept Pharmaceuticals, Inc. (the “Issuer”). Capitalized terms used in this Amendment without definition have the meanings ascribed to them in the Schedule 13G.

Items 2(a), 4 and 5 of the Schedule 13G are hereby amended and supplemented to add the following:

 

This joint statement on Schedule 13G is being filed by Genextra, Francesco Micheli, and Paolo Fundarò, who are collectively referred to as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 25, 2019, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Genextra beneficially owns 4,000,000 shares of Common Stock.

Mr. Micheli beneficially owns 4,000,000 shares of Common Stock, consisting of 4,000,000 shares of Common Stock owned by Genextra. Mr. Micheli is an Executive Director and Chairman of the board of Genextra and, in such capacity, Mr. Micheli exercises voting control over the shares of Common Stock owned by Genextra. Mr. Micheli disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.

Mr. Fundarò beneficially owns 4,031,994 shares of Common Stock, consisting of (a) 4,000,000 shares of Common Stock owned by Genextra, (b) 19,433 shares of Common Stock owned directly by Mr. Fundarò and (c) an aggregate of 12,561 shares of Common Stock issuable upon the exercise of options that are exercisable or exercisable within sixty days of the date hereof or the vesting of restricted stock units vesting within sixty days of the date hereof. Mr. Fundarò is the Chief Executive Officer of Genextra and, in such capacity, Mr. Fundarò exercises voting control over the shares of Common Stock owned by Genextra. Mr. Fundarò disclaims beneficial ownership with respect to any such shares, except to the extent of his pecuniary interest therein, if any.

The percentage of Common Stock beneficially owned by each Reporting Person as of August 31, 2020 is based on a total of 32,980,804 shares of Common Stock of the Issuer outstanding as of June 30, 2020, as disclosed in the Issuer’s Form 10-Q dated August 10, 2020, filed with the Securities and Exchange Commission on August 10, 2020.

(b)	Percent of class:

See Item 11 of each cover page.

See Item 5 of each cover page.

 

See Item 6 of each cover page.

 

See Item 7 of each cover page.

 

See Item 8 of each cover page.

 

 

Not applicable.

 

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.

 

This Joint Filing Agreement, dated as of July 25, 2019, is by and among Genextra S.p.A., Francesco Micheli and Paolo Fundarò (collectively, the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.001 per share of Intercept Pharmaceuticals, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

Each of the Filers agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Joint Filing Agreement may be terminated by any of the Filers upon written notice.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 25^th day of July, 2019.

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