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Form 4 Intra-Cellular Therapies For: Jun 18 Filed by: MARCUS JOEL S

May 13, 2022 5:25 PM EDT
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
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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 *
MARCUS JOEL S

(Last) (First) (Middle)
C/O ALEXANDRIA REAL ESTATE EQUITIES,INC.
26 NORTH EUCLID AVENUE

(Street)
PASADENA CA 91101

(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)
06/18/2019
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
Common Stock 06/18/2019   M   14,189 A (1) 64,233 (2) D  
Common Stock 05/12/2022   S   10,000 D $ 55 54,233 D  
Common Stock               10,000 (3) I See Footnote (4)
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
Restricted Stock Units (1) 06/18/2019   M     14,189   (5)   (5) Common Stock 14,189 $ 0 0 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock.
2. Includes 7,297 shares previously reported as sold from the reporting person's direct holdings, which were actually sold by Alexandria Real Estate Equities, Inc.
3. Reflects the deduction of the 7,297 shares described in footnote (2). The reported amount also excludes 9,619 shares that were previously reported as indirectly held, but in which the reporting person had no pecuniary interest.
4. Represents securities held of record by Alexandria Real Estate Equities, Inc. The reporting person is the Executive Chairman & Founder of Alexandria Real Estate Equities, Inc. and may therefore be deemed to have voting and investment power with respect to the shares owned by Alexandria Real Estate Equities, Inc. The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
5. On June 18, 2018, the reporting person was granted 14,189 restricted stock units, vesting on the first anniversary of the grant date (June 18, 2019).
Remarks:
Shares previously reported as held by the Joel S. Marcus and Barbara A. Marcus Family Trust are now reported as being held directly by the reporting person.
/s/ Lawrence J. Hineline, Attorney-in-fact 05/13/2022
** 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.


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