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    SEC Form SC 13G filed by Intercept Pharmaceuticals Inc.

    8/18/22 4:13:36 PM ET
    $ICPT
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ICPT alert in real time by email
    SC 13G 1 ICPT_SC13G.htm SCHEDULE 13G

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13G
    Under the Securities Exchange Act of 1934

    INTERCEPT PHARMACEUTICALS, INC.
    (Name of Issuer)

    COMMON STOCK, PAR VALUE $0.001 PER SHARE
    (Title of Class of Securities)

    45845P108
    (CUSIP Number)

    AUGUST 12, 2022
    (Date of event which requires filing of this statement)

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

         o Rule 13d-1(b)

         þ Rule 13d-1(c)

         o Rule 13d-1(d)

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    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).



                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    2
      of   
    10

    1
     NAMES OF REPORTING PERSONS
     
     Millennium Management LLC
    2
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)   o
     (b)   o
    3
     SEC USE ONLY
    4
     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5
     SOLE VOTING POWER

     -0-
    6
     SHARED VOTING POWER

     1,524,316
     
    7
     SOLE DISPOSITIVE POWER

     -0-
     
    8
     SHARED DISPOSITIVE POWER

     1,524,316
     
    9
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,524,316
    10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     o
    11
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.1%
    12 TYPE OF REPORTING PERSON

     
    OO


                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    3
      of   
    10

    1
     NAMES OF REPORTING PERSONS
     
     Millennium Group Management LLC
    2
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)   o
     (b)   o
    3
     SEC USE ONLY
    4
     CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5
     SOLE VOTING POWER

     -0-
    6
     SHARED VOTING POWER

     1,524,316
     
    7
     SOLE DISPOSITIVE POWER

     -0-
     
    8
     SHARED DISPOSITIVE POWER

     1,524,316
     
    9
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,524,316
    10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     o
    11
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.1%
    12 TYPE OF REPORTING PERSON

     
    OO


                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    4
      of   
    10

    1
     NAMES OF REPORTING PERSONS
     
     Israel A. Englander
    2
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (a)   o
     (b)   o
    3
     SEC USE ONLY
    4
     CITIZENSHIP OR PLACE OF ORGANIZATION

     United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH
    5
     SOLE VOTING POWER

     -0-
    6
     SHARED VOTING POWER

     1,524,316
     
    7
     SOLE DISPOSITIVE POWER

     -0-
     
    8
     SHARED DISPOSITIVE POWER

     1,524,316
     
    9
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,524,316
    10
     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     o
    11
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     5.1%
    12
     TYPE OF REPORTING PERSON

     IN

                         
    CUSIP No.
     
    45845P108

     SCHEDULE 13G

    Page  
    5
      of   
    10
     
    Item 1.    
     
    (a) Name of Issuer:
     
       
     
      Intercept Pharmaceuticals, Inc.
     
       
     
    (b) Address of Issuer’s Principal Executive Offices:
     
       
     
     

    305 Madison Avenue
    Morristown, New Jersey 07960

         
    Item 2.
    (a) Name of Person Filing:
     
    (b) Address of Principal Business Office:
     
    (c) Citizenship:
         
     
      Millennium Management LLC
    399 Park Avenue
    New York, New York 10022
    Citizenship: Delaware
     
       
     
      Millennium Group Management LLC
    399 Park Avenue
    New York, New York 10022
    Citizenship: Delaware
     
       
     
      Israel A. Englander
    c/o Millennium Management LLC
    399 Park Avenue
    New York, New York 10022
    Citizenship: United States
     
       
      (d) Title of Class of Securities:
    common stock, par value $0.001 per share ("Common Stock")
     
      (e) CUSIP Number:
    45845P108
     
     

    Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

     
      (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
                 
     
      (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
                 
     
      (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
                 
     
      (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
                 
     
      (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
                 
     
      (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                         
    CUSIP No.
     
    45845P108

     SCHEDULE 13G

    Page  
    6
      of   
    10
                 
     
      (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
                 
     
      (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
                 
     
      (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
                 
     
      (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

    Item 4. Ownership

       Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount Beneficially Owned:

       See response to Item 9 on each cover page.

    (b) Percent of Class:   

       See response to Item 11 on each cover page.

     (c) Number of shares as to which such person has:

    (i) Sole power to vote or to direct the vote

       See response to Item 5 on each cover page.


                         
    CUSIP No.
     
    45845P108

     SCHEDULE 13G

    Page  
    7
      of   
    10

    (ii) Shared power to vote or to direct the vote

       See response to Item 6 on each cover page.

    (iii) Sole power to dispose or to direct the disposition of

       See response to Item 7 on each cover page.

    (iv) Shared power to dispose or to direct the disposition of

       See response to Item 8 on each cover page.

       The securities disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities.

    Item 5. Ownership of Five Percent or Less of a Class

       If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

    Item 6. Ownership of More than Five Percent on Behalf of Another Person.

        Not applicable.

    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

        Not applicable.

    Item 8. Identification and Classification of Members of the Group

        See Exhibit I.

    Item 9. Notice of Dissolution of Group

        Not applicable.

    Item 10. Certification 

       By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    8
      of   
    10

    Exhibits:

    Exhibit I:  Joint Filing Agreement, dated as of August 17, 2022, by and among Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.


                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    9
      of   
    10
                         
         

    SIGNATURE

                 

    After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

    Dated: August 17, 2022

    MILLENNIUM MANAGEMENT LLC

    By: /s/Gil Raviv

    Name: Gil Raviv
    Title:  Global General Counsel

     

    MILLENNIUM GROUP MANAGEMENT LLC

    By: /s/Gil Raviv

    Name: Gil Raviv
    Title:  Global General Counsel

     

    /s/ Israel A. Englander

    Israel A. Englander



                         
    CUSIP No.
     
    45845P108

    SCHEDULE 13G

    Page  
    10
      of   
    10
                         
          EXHIBIT I              
                         
          JOINT FILING AGREEMENT              

    This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.001 per share, of Intercept Pharmaceuticals, Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

    Dated: August 17, 2022

    MILLENNIUM MANAGEMENT LLC

    By: /s/Gil Raviv

    Name: Gil Raviv
    Title:  Global General Counsel

     

    MILLENNIUM GROUP MANAGEMENT LLC

    By: /s/Gil Raviv

    Name: Gil Raviv
    Title:  Global General Counsel

     

    /s/ Israel A. Englander

    Israel A. Englander


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