Form Type: 4

SEC EDGAR Link
Accession Number:0001638599-21-000475
Date:2021-05-26
Issuer: INCYTE CORP (INCY)
Original Submission Date:

Reporting Person:

BAKER BROS. ADVISORS LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Reporting Person:

BAKER BROS. ADVISORS (GP) LLC
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER BROTHERS LIFE SCIENCES LP
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER FELIX
860 WASHINGTON STREET
3RD FLOOR NEW YORK, NY 10014

Reporting Person:

BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-05-26 A 1,923 a $0.00 2,872,672 indirect f4,f5,f6,f8,f9,f10,f11,f12,f14
COMMON STOCK 2021-05-26 A 1,923 a $0.00 29,336,439 indirect f4,f5,f7,f8,f9,f10,f11,f12,f14
COMMON STOCK 2021-05-26 0 $0.00 278,773 direct
COMMON STOCK 2021-05-26 0 $0.00 281,190 direct
COMMON STOCK 2021-05-26 0 $0.00 33,410 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
NON-QUALIFIED STOCK OPTIONS (RIGHT TO BUY) 83.16 2021-05-26 deemed execution date A 8,010 (a) 2031-05-25 common stock 8,010 $83.16 8,010 indirect see footnotes
Footnotes
IDfootnote
f1 common stock ("common stock") of incyte corporation (the "issuer") directly held by julian c. baker.
f2 common stock directly held by felix j. baker.
f3 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.
f4 restricted stock units (each an "rsu") payable solely in common stock granted to julian c. baker on may 26, 2021, pursuant to the amended and restated 2010 stock incentive plan ("incentive plan"). the rsus fully vest on the earlier of may 26, 2022, the date of the next annual shareholder meeting of the issuer or upon a change in control as defined in the incentive plan.
f5 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.
f6 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.
f7 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.
f8 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).
f9 includes beneficial ownership of 6,076 shares of common stock issued to julian c. baker pursuant to the stock incentive plan in lieu of director retainer fees, 4,725 shares of common stock, 2,802 of which were received previously, received from vested rsus and 175,000 shares of common stock received from exercise of 175,000 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.
f10 the disclosure of the grant of rsus and stock options reported on this form is a single grant of 1,923 rsus on table i and 8,010 stock options on table ii. the 1,923 rsus and 8,010 stock options are reported for each of the funds as each has an indirect pecuniary interest in such securities.
f11 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.
f12 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.
f13 stock options granted to julian c. baker on may 26, 2021, pursuant to the incentive plan. the stock options with a strike price of $83.16 vest on the earlier of may 26, 2022, the date of the next annual shareholder meeting of the issuer or upon a change of control as defined in the incentive plan.
f14 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.
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