240.13d-102
Schedule 13G - Information to be included in statements filed
pursuant to
240.13d-1(b), (c), and (d) and amendments thereto
filed pursuant to
240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule
13G
Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
(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)
December 31, 2022
Check the appropriate box to
designate the rule pursuant to which this
Schedule is filed:
[ ] 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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CUSIP No.
45845P108
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(1) Names of reporting persons
Point72 Asset Management, L.P.
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization Delaware
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
166,300
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(7) Sole dispositive power
0
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(8) Shared dispositive power
166,300
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(9) Aggregate amount beneficially
owned by each reporting person
166,300
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 0.4%
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(12) Type of reporting person (see
instructions) PN
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CUSIP No.
45845P108
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(1) Names of reporting persons
Point72 Capital Advisors, Inc.
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization Delaware
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
166,300
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(7) Sole dispositive power
0
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(8) Shared dispositive power
166,300
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(9) Aggregate amount beneficially
owned by each reporting person
166,300
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 0.4%
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(12) Type of reporting person (see
instructions) CO
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CUSIP No.
45845P108
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(1) Names of reporting persons
Cubist Systematic Strategies, LLC
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization Delaware
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
225,851
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(7) Sole dispositive power
0
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(8) Shared dispositive power
225,851
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(9) Aggregate amount beneficially
owned by each reporting person
225,851
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 0.5%
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(12) Type of reporting person (see
instructions) OO
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CUSIP No.
45845P108
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(1) Names of reporting persons
Point72 Middle East FZE
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization United Arab Emirates
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
0
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(7) Sole dispositive power
0
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(8) Shared dispositive power
0
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(9) Aggregate amount beneficially
owned by each reporting person
0
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 0%
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(12) Type of reporting person (see
instructions) OO
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CUSIP No.
45845P108
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(1) Names of reporting persons
Steven A. Cohen
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(2) Check the appropriate box if a
member of a group
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(a)
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(see
instructions)
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(b)X
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(3) SEC use only
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(4) Citizenship or place of
organization United States
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Number of shares beneficially owned
by each reporting person with:
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(5) Sole voting power
0
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(6) Shared voting power
392,151
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(7) Sole dispositive power
0
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(8) Shared dispositive power
392,151
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(9) Aggregate amount beneficially
owned by each reporting person
392,151
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(10) Check if the aggregate amount in
Row (9) excludes certain shares
(see instructions)
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(11) Percent of class represented by
amount in Row (9) 0.9%
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(12) Type of reporting person (see
instructions) IN
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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 an investment fund it manages;
(ii)
Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”)
with respect
to Shares held by an investment fund managed by Point72 Asset
Management; (iii) Cubist Systematic Strategies, LLC (“Cubist
Systematic
Strategies”) with respect to Shares held by an investment fund
it
manages; (iv) Point72 Middle East FZE (“Point72 Middle East”) with
respect to
Shares held by an investment fund 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.
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 3.
Not applicable
Item 4. Ownership
The information required by Items
4(a) – (c) is set forth in Rows (5) – (11) of the cover page
for
each Reporting Person hereto and is incorporated herein by
reference for each Reporting Person.
Such information is as of the close of business on December 31,
2022.
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
an investment fund 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
an investment fund it
manages. Pursuant to an investment management agreement, Point72
Middle East maintains
investment and voting power with respect to the securities held by
an investment fund it
manages. Mr. Cohen controls each of Point72 Asset Management,
Point72 Capital Advisors Inc.,
Cubist Systematic Strategies, and Point72 Middle East. The filing
of this statement should not be
construed as an admission that any of the foregoing persons or any
reporting person is, for the
purposes of Section 13 of the Act, the beneficial owner of the
Shares reported herein.
Item 5. Ownership of 5 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
5 percent of the class of securities,
check the following [X].
Item 6. Ownership of More than 5
Percent on Behalf of Another Person.
See Item 2(a).
Item 7. Identification and
Classification of the Subsidiary Which Acquired
the Security Being Reporting on by
the Parent Holding Company or Control
Person.
Not
applicable
Item 8. Identification and
Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of
Group.
Not applicable
Item 10. Certifications
By signing below I certify that, to
the best of my 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.
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.
POINT72 ASSET MANAGEMENT, L.P.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 CAPITAL ADVISORS, INC.
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
CUBIST SYSTEMATIC STRATEGIES,
LLC
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person
POINT72 MIDDLE EAST FZE
By: /s/ Rafael Lopez
Espinosa
Name: Rafael Lopez Espinosa
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Jason M. Colombo
Name: Jason M. Colombo
Title: Authorized Person