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Filing Details

Accession Number:: 0001209191-22-018023
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-10 18:02:16
Reporting Period:: 2022-03-08

Accepted Time:: 2022-03-10 18:02:16
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	2022-03-08	20,000	$22.05	2,911,518	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-08	20,000	$22.05	33,059,604	No	4	M	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-08	7,615	$70.68	2,919,133	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-08	92,385	$70.68	33,151,989	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-09	5,370	$71.72	2,924,503	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-09	65,147	$71.72	33,217,136	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	2,070	$71.90	2,926,573	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	25,107	$71.90	33,242,243	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	84	$71.95	2,926,657	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	1,017	$71.95	33,243,260	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	14,490	$73.31	2,941,147	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2022-03-10	175,795	$73.31	33,419,055	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	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)	Disposition	2022-03-08	20,000	$0.00	20,000	$22.05
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2022-03-08	20,000	$0.00	20,000	$22.05

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-05-30	2022-05-29	No	4	M	Indirect
0	2013-05-30	2022-05-29	No	4	M	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 of the Issuer 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.
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, L.P. ("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.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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.
Includes beneficial ownership of 7,233 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 4,725 shares of Common Stock received previously from vested restricted stock units (each, an "RSU") and 175,000 shares of Common Stock received previously from exercise of 175,000 non-qualified stock options to purchase Common Stock of the Issuer ("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.
Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued in lieu of director retainer fees and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the shares of Common Stock. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock issued in lieu of director retainer fees, Stock Options, Common Stock issued upon exercise of Stock Options, RSU's payable solely in Common Stock and Common Stock received upon vesting of RSUs (ie. no direct pecuniary interest).
Common Stock received upon exercise of 20,000 Stock Options that were issued to Julian C. Baker in his capacity as a director of the Issuer. Julian C. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the Stock Options issued for his service on the Board or the Common Stock received upon exercise of such Stock Options. Each of the Funds owns an indirect proportionate pecuniary interest in the Common Stock received upon exercise of the Stock Options issued in connection with Julian C. Baker's service on the Board less the exercise cost of those Stock Options.
Pursuant to agreements between Julian C. Baker and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
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 ofTable 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 BrothersLife Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were traded by the Funds in multiple transactions at prices ranging from $71.42 to $72.10, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $71.76 to $72.13, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $71.94 to $71.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $72.92 to $73.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.