Form 4 Lerner Richard A

4 - Statement of changes in beneficial ownership of securities

Published: 2015-12-23 18:21:41
Submitted: 2015-12-23
Period Ending In: 2015-12-22
doc4.html FORM 4 SUBMISSION


SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LERNER RICHARD A

(Last) (First) (Middle)
C/O INTRA-CELLULAR THERAPIES, INC.
430 EAST 29TH STREET

(Street)
NEW YORK NY 10016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Intra-Cellular Therapies, Inc. [ ITCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (right to buy) $1.36 12/22/2015 G(1) 10,000 (2) 12/05/2016 Common Stock 10,000 $0.00 0 D
Stock Option (right to buy) $1.36 12/22/2015 G(1) 10,000 (2) 12/05/2016 Common Stock 10,000 $0.00 10,000 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $1.5 12/22/2015 G(1) 12,500 (2) 12/12/2017 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $1.5 12/22/2015 G(1) 12,500 (2) 12/12/2017 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $1.5 12/22/2015 G(1) 12,500 (2) 12/18/2018 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $1.5 12/22/2015 G(1) 12,500 (2) 12/18/2018 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $2.74 12/22/2015 G(1) 12,500 (2) 06/10/2020 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $2.74 12/22/2015 G(1) 12,500 (2) 06/10/2020 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $2.74 12/22/2015 G(1) 12,500 (2) 12/21/2020 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $2.74 12/22/2015 G(1) 12,500 (2) 12/21/2020 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $2.84 12/22/2015 G(1) 12,500 (2) 04/30/2022 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $2.84 12/22/2015 G(1) 12,500 (2) 04/30/2022 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $3.26 12/22/2015 G(1) 12,500 (2) 06/20/2023 Common Stock 12,500 $0.00 0 D
Stock Option (right to buy) $3.26 12/22/2015 G(1) 12,500 (2) 06/20/2023 Common Stock 12,500 $0.00 12,500 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $3.26 12/22/2015 G(1) 20,000 (2) 06/20/2023 Common Stock 20,000 $0.00 0 D
Stock Option (right to buy) $3.26 12/22/2015 G(1) 20,000 (2) 06/20/2023 Common Stock 20,000 $0.00 20,000 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $16.86 12/22/2015 G(1) 20,000 06/30/2015 06/29/2024 Common Stock 20,000 $0.00 0 D
Stock Option (right to buy) $16.86 12/22/2015 G(1) 20,000 06/30/2015 06/29/2024 Common Stock 20,000 $0.00 20,000 I Held by the Lerner Family Trust UAD 11/14/94(3)
Stock Option (right to buy) $26.58 12/22/2015 G(1) 20,000 06/16/2016 06/15/2025 Common Stock 20,000 $0.00 0 D
Stock Option (right to buy) $26.58 12/22/2015 G(1) 20,000 06/16/2016 06/15/2025 Common Stock 20,000 $0.00 20,000 I Held by the Lerner Family Trust UAD 11/14/94(3)
Explanation of Responses:
1. The reporting person transferred this option as a gift to the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner shares voting and investment control with respect to the shares held by the Lerner Family Trust.
2. All shares underlying this option have vested.
3. Dr. Lerner may be deemed to beneficially own securities held by the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner disclaims beneficial ownership of securities held by the Lerner Family Trust except to the extent of his pecuniary interest therein.
Remarks:
/s/ Lawrence J. Hineline, Attorney-in-fact 12/23/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
doc4.xml FORM 4 SUBMISSION
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-12-22
Not Subject To Section16:
0

Issuer

Issuer Cik
0001567514
Issuer Name
Intra-Cellular Therapies, Inc.
Issuer Trading Symbol
ITCI

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001316274
Rpt Owner Name
LERNER RICHARD A

Reporting Owner Address

Rpt Owner Street1
C/O INTRA-CELLULAR THERAPIES, INC.
Rpt Owner Street2
430 EAST 29TH STREET
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10016

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Derivative Transaction

Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.36
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
10000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2016-12-05

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
10000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.36
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
10000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2016-12-05

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
10000
Shares Owned Following Transaction
10000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.50
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2017-12-12

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.50
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2017-12-12

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.50
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2018-12-18

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
1.50
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2018-12-18

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.74
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2020-06-10

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.74
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2020-06-10

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.74
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2020-12-21

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.74
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2020-12-21

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.84
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2022-04-30

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
2.84
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2022-04-30

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
3.26
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2023-06-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
3.26
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
12500
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2023-06-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
12500
Shares Owned Following Transaction
12500

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
3.26
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
@attributes Id
F2
Expiration Date
2023-06-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
3.26
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
@attributes Id
F2
Expiration Date
2023-06-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
20000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
16.86
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
Exercise Date
2015-06-30
Expiration Date
2024-06-29

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
16.86
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
Exercise Date
2015-06-30
Expiration Date
2024-06-29

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
20000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
26.58
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
D
Exercise Date
2016-06-16
Expiration Date
2025-06-15

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
0
Direct Or Indirect Ownership
D
Security Title
Stock Option (right to buy)
Conversion Or Exercise Price
26.58
Transaction Date
2015-12-22

Transaction Coding

Transaction Form Type
4
Transaction Code
G
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
20000
Transaction Price Per Share
0.00
Transaction Acquired Disposed Code
A
Exercise Date
2016-06-16
Expiration Date
2025-06-15

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
20000
Shares Owned Following Transaction
20000

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
Held by the Lerner Family Trust UAD 11/14/94
@attributes Id
F3

Footnote

0
The reporting person transferred this option as a gift to the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner shares voting and investment control with respect to the shares held by the Lerner Family Trust.
1
All shares underlying this option have vested.
2
Dr. Lerner may be deemed to beneficially own securities held by the Lerner Family Trust UAD 11/14/94 (the "Lerner Family Trust"). Dr. Lerner disclaims beneficial ownership of securities held by the Lerner Family Trust except to the extent of his pecuniary interest therein.

Owner Signature

Signature Name
/s/ Lawrence J. Hineline, Attorney-in-fact
Signature Date
2015-12-23
Additional Files
FileSequenceDescriptionTypeSize
0001209191-15-086876.txt   Complete submission text file   49865
$ITCI

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.