SEC Form SC 13G filed by Intercept Pharmaceuticals Inc.

Securities and Exchange Commission, Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No._)*

(Name of Issuer)

Intercept Pharmaceuticals, Inc.

(Title of Class of Securities)

Common Stock, Par Value $0.001 Per Share

(CUSIP Number)

45845P108

(Date of Event Which Requires Filing of this Statement)

[  ] Rule 13d-1(b)

[ x ] Rule 13d-1(c)

[  ] 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).

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Item 1(a) Name of issuer:

Intercept Pharmaceuticals, Inc.

Item 1(b) Address of issuer's principal executive offices:

305 Madison Avenue, Morristown, NJ 07960

2(a) Name of person filing:

This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset
Management”) with respect to shares of common stock, par value $0.001 per share
(“Shares”), of the Issuer held by certain investment funds it manages; (ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect
to Shares held by certain investment funds managed by Point72 Asset
Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic
Strategies”) with respect to Shares held by certain investment funds it
manages; (iv) Point72 Middle East FZE (“Point72 Middle East”) with respect to
Shares held by certain investment funds it manages; and (v) Steven A. Cohen
(“Mr. Cohen”) with respect to Shares beneficially owned by Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Middle East.

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, Point72 Middle East, and Mr. Cohen have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1,
pursuant to which they have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Act.

2(b) Address or principal business office or, if none, residence:

The address of the principal business office of (i) Point72 Asset Management,
Point72 Capital Advisors Inc., and Mr. Cohen is 72 Cummings Point Road,
Stamford, CT 06902; (ii) Cubist Systematic Strategies is 55 Hudson Yards,
New York, NY 10001; and (iii) Point72 Middle East is EO3, 04, Sheikh Rashid
Tower, Dubai World Trade Centre, Dubai, United Arab Emirates.

2(c) Citizenship:

Point72 Asset Management is a Delaware limited partnership. Point72 Capital
Advisors Inc. is a Delaware corporation. Cubist Systematic Strategies is a Delaware
limited liability company. Point72 Middle East is a limited liability free zone
establishment. Mr. Cohen is a United States citizen.

2(d) Title of class of securities:

Common Stock, Par Value $0.001 Per Share

2(e) CUSIP Number:

45845P108

Item 4. Ownership

As of the close of business on October 10, 2022:

1. Point72 Asset Management, L.P.

(a) Amount beneficially owned: 2,019,983

(b) Percent of class: 4.9% **

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

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,019,983 

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,019,983

2. Point72 Capital Advisors, Inc.

(a) Amount beneficially owned: 2,019,983

(b) Percent of class: 4.9% **

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

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,019,983 

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,019,983

3. Cubist Systematic Strategies, LLC

(a) Amount beneficially owned: 327,425

(b) Percent of class: 0.8% **

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

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 327,425 

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 327,425

4. Point72 Middle East FZE

(a) Amount beneficially owned: 13,461

(b) Percent of class: <0.1% **

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

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 13,461 

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 13,461

5. Steven A. Cohen

(a) Amount beneficially owned: 2,360,869

(b) Percent of class: 5.7% **

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

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,360,869 

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,360,869

Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic
Strategies, Point72 Middle East, and Mr. Cohen own directly no Shares. Pursuant
to an investment management agreement, Point72 Asset Management maintains
investment and voting power with respect to the securities held by certain
investment funds it manages. Point72 Capital Advisors Inc. is the general
partner of Point72 Asset Management. Pursuant to an investment management
agreement, Cubist Systematic Strategies maintains investment and voting power
with respect to the securities held by certain investment funds it manages.
Pursuant to an investment management agreement, Point72 Middle East maintains
investment and voting power with respect to the securities held by certain
investment funds it manages. Mr. Cohen controls each of Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, and
Point72 Middle East. By reason of the provisions of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, each of (i) Point72 Asset Management,
Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own
2,019,983 Shares (constituting approximately 4.9% ** of the Shares outstanding),
(ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially
own 327,425 Shares (constituting approximately 0.8% ** of the Shares outstanding) and (iii)
Point72 Middle East and Mr. Cohen may be deemed to beneficially own 13,461 Shares
(constituting <0.1% ** of the Shares outstanding). Each of Point72 Asset
Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies,
Point72 Middle East, and Mr. Cohen disclaims beneficial ownership of any of the
securities covered by this statement.

Not applicable

Item 8. Identification and Classification of Members of the Group

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Dated: October 11, 2022