Statement of Changes in Beneficial Ownership (4)
15 März 2023 - 09:04PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * BAKER BROS. ADVISORS
LP |
2. Issuer Name and Ticker or Trading
Symbol INCYTE CORP [ INCY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2023
|
|
(Street)
NEW YORK, NY 10014
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
|
|
|
|
|
|
|
278773 (1) |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
281190 (2) |
D |
|
|
Common Stock |
|
|
|
|
|
|
|
33410 |
I |
See Footnotes (3) |
|
Common Stock |
3/13/2023 |
|
M |
|
20000 |
A |
$22.74 |
2965018 |
I |
See Footnotes (4)(5)(6)(7)(8)(9)(10) |
|
Common Stock |
3/13/2023 |
|
M |
|
20000 |
A |
$22.74 |
33442926 |
I |
See Footnotes (5)(6)(7)(8)(9)(10)(11) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
|
Non-Qualified Stock Options (right to
buy) |
$22.74 |
3/13/2023 |
|
M |
|
|
20000 |
5/30/2014 |
5/29/2023 |
Common Stock |
20000 |
$0.00 |
0 |
I |
See Footnotes (4)(5)(6)(8)(9)(10) |
|
Non-Qualified Stock Options (right to
buy) |
$22.74 |
3/13/2023 |
|
M |
|
|
20000 |
5/30/2014 |
5/29/2023 |
Common Stock |
20000 |
$0.00 |
0 |
I |
See Footnotes (5)(6)(8)(9)(10)(11) |
| Explanation of
Responses: |
| (1) |
Common stock ("Common
Stock") of Incyte Corporation (the "Issuer") directly held by
Julian C. Baker. |
| (2) |
Common Stock of the Issuer
directly held by Felix J. Baker. |
| (3) |
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. |
| (4) |
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. |
| (5) |
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. |
| (6) |
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. |
| (7) |
Includes beneficial
ownership of 8,960 shares of Common Stock previously issued to
Julian C. Baker pursuant to the Stock Incentive Plan in lieu of
director retainer fees, 6,869 shares of Common Stock received
previously from vested restricted stock units (each, an "RSU") and
195,000 shares of Common Stock received previously from exercise of
195,000 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. |
| (8) |
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). |
| (9) |
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. |
| (10) |
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. |
| (11) |
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. |
Remarks:
Julian C. Baker, a managing member of Baker Bros. Advisors (GP)
LLC, the sole general partner of Baker Bros. Advisors LP, is a
director of Incyte Corporation (the "Issuer"). By virtue of their
representation on the board of directors of the Issuer, for
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, the reporting persons are deemed directors by deputization
of the Issuer. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BAKER BROS. ADVISORS LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
667, L.P.
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
BAKER JULIAN
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Baker Bros. Advisors (GP) LLC
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Baker Brothers Life Sciences LP
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
BAKER FELIX
860 WASHINGTON STREET, 3RD FLOOR
NEW YORK, NY 10014 |
X |
X |
|
|
Signatures
|
|
By: Baker Bros. Advisors LP, Name: Scott L.
Lessing, Title: President /s/ Scott L. Lessing |
|
3/15/2023 |
| **Signature of Reporting
Person |
Date |
|
Baker Bros. Advisors LP, Mgmt. Co. and Inv.
Adviser to 667, L.P., pursuant to authority granted by Baker
Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing,
Title: President /s/ Scott L. Lessing |
|
3/15/2023 |
| **Signature of Reporting
Person |
Date |
|
/s/ Julian C. Baker |
|
3/15/2023 |
| **Signature of Reporting
Person |
Date |
|
By: Baker Bros. Advisors (GP) LLC, Name: Scott L.
Lessing, Title: President /s/ Scott L. Lessing |
|
3/15/2023 |
| **Signature of Reporting
Person |
Date |
|
Baker Bros. Advisors LP, Mgmt. Co. and Inv.
Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to
authority granted by Baker Brothers Life Sciences Capital, L.P., GP
to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing,
Title: President /s/ |
|
3/15/2023 |
| **Signature of Reporting
Person |
Date |
|
/s/ Felix J. Baker |
|
3/15/2023 |
| **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 control number. |
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