Sec Form 13G Filing - Genextra S.p.A. filing for INTERCEPT PHARMACEUTICALS INC. (ICPT) - 2020-05-15

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. 6)*

 

INTERCEPT PHARMACEUTICALS, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

45845P108

(CUSIP Number)

 

May 13, 2020

(Date of Event Which Requires Filing of this Statement)

 

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
	Genextra S.p.A.
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
			5,500,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,500,000 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)
	16.7%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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
			5,500,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			5,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,500,000 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)
	16.7%
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
			5,500,000 shares of Common Stock
		7	SOLE DISPOSITIVE POWER
			31,994 shares of Common Stock
		8	SHARED DISPOSITIVE POWER
			5,500,000 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,531,994 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)
	16.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

This Amendment No. 6 (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”), and Amendment No. 5, dated July 25, 2019 (“Amendment No. 5”) 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 5,500,000 shares of Common Stock.

Mr. Micheli beneficially owns 5,500,000 shares of Common Stock, consisting of 5,500,000 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 5,531,994 shares of Common Stock, consisting of (a) 5,500,000 shares of Common Stock owned by Genextra, (b) 17,863 shares of Common Stock owned directly by Mr. Fundarò and (c) an aggregate of 14,131 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 May 15, 2020 is based on a total of 32,943,079 shares of Common Stock of the Issuer outstanding as of April 6, 2020, as disclosed in the Issuer’s DEF 14A dated April 29, 2020, filed with the Securities and Exchange Commission on April 29, 2020.

 

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.