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Actionable news in ICPT: Intercept Pharmaceuticals, Inc.,

Departure of Directors or Certain

(e)

Executive Compensation

On October 1, 2015, the board of directors (the Board) of Intercept Pharmaceuticals, Inc. (the Company), based on recommendations from the compensation committee of the Board, approved new equity grants for the following executive officers of the Company, Mark Pruzanski, President and Chief Executive Officer, David Shapiro, Chief Medical Officer and Executive Vice PresidentDevelopment, Barbara Duncan, Chief Financial Officer, and Rachel McMinn, Chief Business and Strategy Officer, as described below.

Name

Time-Based Awards (Shares)

Options (1)

Restricted Stock (2)

Mark Pruzanski

32,550

15,100

David Shapiro

13,100

5,150

Barbara Duncan

10,600

4,050

Rachel McMinn

10,600

4,050

(1)

The shares of common stock underlying this option will vest over a four year period, with 25% vesting on the first anniversary of the vesting start date and the remaining shares vesting pro rata on a monthly basis for three years.

(2)

The shares of restricted stock will vest over a four year period, with 25% vesting on the first anniversary of the vesting start date and the remaining shares vesting pro rata on a quarterly basis for three years.

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On October 1, 2015, the Board of the Company adopted a revised Global Code of Business Conduct (theRevised Code). The Revised Code was adopted primarily to address in greater detail the globalization of the Companys business operations and, subject to marketing approval, the planned initiation of the commercial launch of obeticholic acid for primary biliary cirrhosis in the United States, certain countries in Europe and Canada in 2016.

In particular, the Revised Code addresses compliance with applicable laws, regulations and guidelines with respect to (i)interacting with and payments to healthcare professionals, (ii)handling patient information and data protection and privacy, (iii)adverse...


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