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Filing Details

Accession Number:: 0001638599-20-000518
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-28 20:07:51
Reporting Period:: 2020-05-26

Accepted Time:: 2020-05-28 20:07:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
879169	Incyte Corp	INCY	Services-Commercial Physical & Biological Research (8731)	943136539

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-05-26	1,282	$0.00	2,849,430	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2020-05-26	1,282	$0.00	29,313,197	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2020-05-28	1	$102.55	2,849,431	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-05-28	1	$102.55	29,313,198	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Non-Qualified Stock Options (right to buy)	Acquisiton	2020-05-26	10,514	$0.00	10,514	$98.68

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
10,514		2030-05-25	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	278,773	Direct
Common Stock	281,190	Direct
Common Stock	33,410	Indirect	See Footnotes

Footnotes

Common stock ("Common Stock") of Incyte Corporation (the "Issuer") directly held by Julian C. Baker.
Common Stock directly held by Felix J. Baker.
Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock of the Issuer directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Restricted Stock Units (each an "RSU") payable solely in Common Stock granted to Julian C. Baker on May 26, 2020, pursuant to the Amended and Restated 2010 Stock Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of May 26, 2021, the date of the next annual shareholder meeting of the Issuer or upon a change in control as defined in the Incentive Plan.
Julian C. Baker serves on the Issuer's Board of Directors (the "Board") as a representative of the Funds (as defined below). Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Julian C. Baker does not have a right to any of the Issuer's securities issued as part of his service on the Board and the Funds (as defined below) are entitled to receive all of the pecuniary interest in the securities issued. 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") each owns an indirect proportionate pecuniary interest in the RSUs and Stock Options (defined below). Solely as a result of Julian C. Baker's and Felix J. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSUs and non-qualified stock options ("Stock Options") exercisable solely into Common Stock.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds as limited partners, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest).
Includes beneficial ownership of 4,758 shares of Common Stock issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 1,520 shares of Common Stock received from vested RSUs and 155,000 shares of Common Stock received from exercise of 155,000 Stock Options that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds may be deemed to own a portion.
The disclosure of the grant of RSUs and Stock Options reported on this form is a single grant of 1,282 RSUs on Table I and 10,514 Stock Options on Table II. The 1,282 RSUs and 10,514 Stock Options are reported for each of the Funds as each has an indirect pecuniary interest in such security.
The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Stock Options granted to Julian C. Baker on May 26, 2020, pursuant to the Incentive Plan. The Stock Options with a strike price of $98.68 vest on the earlier of May 26, 2021, the date of the next annual shareholder meeting of the Issuer or upon a change of control as defined in the Incentive Plan.
Pursuant to agreements between Julian C. Baker and the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.