Tender offer statement by Issuer



STYLE="font: 10pt Times New Roman, Times, Serif">
















UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549








SCHEDULE TO/A




(Amendment No. 2)




(Rule 13e-4)






Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)




of the Securities Exchange Act of 1934








INTERCEPT PHARMACEUTICALS, INC.




(Name of Subject Company (Issuer) and Filing
Person (Offeror))






Options to Purchase Common Stock, Par Value
$0.001 Per Share




(Title of Class of Securities)







45845P108





(CUSIP Number of Class of Securities)






Mary J. Grendell




Deputy General Counsel
and Corporate Secretary




Intercept Pharmaceuticals, Inc.




10 Hudson Yards, 37th
Floor




New York, NY 10001




(646) 747-1000




(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Person)








CALCULATION OF FILING FEE
















Transaction Valuation

(1)






Amount of Filing Fee

(2)





$2,014,589.76



$219.79















(1)



Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the transaction valuation assumes that all stock options to purchase shares of the issuer’s common stock that may be eligible for repricing in the offer will be tendered pursuant to this offer. This calculation assumes stock options to purchase an aggregate of 733,613  shares of the issuer’s common stock, having an aggregate value of $2,014,589.76 as of August 12, 2021, calculated based on the Black-Scholes option pricing model, will be exchanged or cancelled pursuant to this offer.



(2)



The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $109.10 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.01091% of the aggregate Transaction Valuation). The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.











x



Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

























Amount Previously Paid:




$219.79




Filing Party:




Intercept Pharmaceuticals, Inc.



Form or Registration No.:




Schedule TO-I




Date Filed:




August 16, 2021











¨



Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.





Check the appropriate boxes below to designate any transactions to
which the statement relates:














¨




third party tender offer subject to Rule 14d-1.














x




issuer tender offer subject to Rule 13e-4.













¨



going-private transaction subject to Rule 13e-3.














¨




amendment to Schedule 13D under Rule 13d-2.






Check the following box if the filing
is a final amendment reporting the results of the tender offer:






If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:













¨



Rule 13e-4(i) (Cross-Border Issuer Tender Offer)














¨




Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)































Explanatory
Note






This Amendment No. 2 to the Tender Offer Statement on Schedule
TO (this “


Amendment No. 2


”) amends and supplements the Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission (the “


SEC


”) on August 16, 2021, as amended September 1, 2021
(the “


Schedule TO


”), by Intercept Pharmaceuticals, Inc., a Delaware corporation (the “


Company


”)
relating to the Offer to Exchange Eligible Options for New Options, dated August 16, 2021 (the “


Exchange Offer


”).
This Amendment No. 2 should be read in conjunction with the Schedule TO and the Exchange Offer. Capitalized terms used herein and
not defined herein have the meanings given to them in the Exchange Offer.





This Amendment No. 2 is made to amend and supplement Item 12 (Exhibits)
of the Schedule TO. The information in the Schedule TO, including all schedules and annexes to the Schedule TO that were previously filed
with the Schedule TO, is incorporated herein by reference to answer the items required in this Amendment No. 2, except that such
information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 2. Except as specifically
set forth herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.












Item 12.





Exhibits.






Item 12 of the Schedule TO is amended and supplemented by adding new
Exhibit (a)(1)(P) as follows:























Exhibit


Number






Description








(a)(1)(P)






Form of Reminder Email to Eligible Participants from Chief Human Resources Officer.





















SIGNATURES





After due 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.































Date: September 9, 2021




INTERCEPT PHARMACEUTICALS, INC.








By:



/s/ Rocco Venezia





Rocco Venezia





Chief Accounting Officer and Treasurer














The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Intercept Pharmaceuticals's Chief Qual. Officer & SVP Ops. just disposed of 2,455 shares - Jan. 13, 2022
Departure of Directors or Certain - Jan. 10, 2022
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Intercept Pharmaceuticals's Chief Human Resources Officer just disposed of 1,712 shares - Jan. 4, 2022

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