Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Saik Andrew	2. Issuer Name and Ticker or Trading Symbol INTERCEPT PHARMACEUTICALS, INC. [ ICPT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP & Chief Financial Officer
(Last)          (First)          (Middle) C/O INTERCEPT PHARMACEUTICALS, INC., 10 HUDSON YARDS, FLOOR 37	3. Date of Earliest Transaction (MM/DD/YYYY) 6/21/2021
(Street) NEW YORK, NY 10001 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	6/21/2021		A		52156 (1)	A	$0	52156	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$20.84	6/21/2021		A		72540		(2)	6/21/2031	Common Stock	72540	$0	72540	D

Explanation of Responses:
(1)	Represents restricted stock units granted to the Reporting Person. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. 1/4th of the shares subject to the award will vest on the first anniversary of the Vesting Commencement Date, and the remaining shares will vest in equal quarterly installments in arrears over the three-year period commencing on the first anniversary of the Vesting Commencement Date and ending on the fourth anniversary of the Vesting Commencement Date. The Vesting Commencement Date is June 21, 2021.
(2)	1/4th of the options subject to the award will vest and become exercisable on the first anniversary of the Vesting Commencement Date, and the remaining options will vest and become exercisable in equal monthly installments in arrears over the three-year period commencing on the first anniversary of the Vesting Commencement Date and ending on the fourth anniversary of the Vesting Commencement Date. The Vesting Commencement Date is June 21, 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Saik Andrew C/O INTERCEPT PHARMACEUTICALS, INC. 10 HUDSON YARDS, FLOOR 37 NEW YORK, NY 10001			EVP & Chief Financial Officer

Signatures
/s/ Mary J. Grendell, as attorney-in-fact		6/22/2021
**Signature of Reporting Person		Date