(Amendment No. 28)*
Alexandra A. Toohey
Baker Bros. Advisors LP
(Name, address and telephone number of person
authorized to receive notices and communications)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 45337C102 |
|
Page
2 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS*
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 36,280,967(1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,280,967 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,280,967 (1) |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (1)(2) |
14. |
TYPE OF REPORTING PERSON (See Instructions)
IA, PN |
(1) Includes 105,996 shares
of common stock (“Common Stock”) of Incyte Corporation (the “Issuer”) underlying 105,996 options exercisable
for Common Stock (“Stock Options”).
(2) Based on 222,965,018 shares
of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange
Commission (“SEC”) on February 7, 2023 and 105,996 shares of Common Stock underlying 105,996 Stock Options.
CUSIP
No. 45337C102 |
|
Page
3 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS*
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 36,280,967 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,280,967 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,280,967 (1) |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (1)(2) |
14. |
TYPE OF REPORTING PERSON (See Instructions)
HC, OO |
(1) Includes 105,996 shares
of Common Stock underlying 105,996 Stock Options.
(2) Based on 222,965,018 shares
of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Form 10-K filed with the SEC on February 7, 2023
and 105,996 shares of Common Stock underlying 105,996 Stock Options.
CUSIP
No. 45337C102 |
|
Page
4 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
Julian C. Baker |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS*
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 36,639,045 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,639,045 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,639,045 (1) |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% (1)(2) |
14. |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
(1) Includes 105,996 shares
of Common Stock underlying 105,996 Stock Options.
(2) Based on 222,965,018 shares
of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Form 10-K filed with the SEC on February 7, 2023
and 105,996 shares of Common Stock underlying 105,996 Stock Options.
CUSIP
No. 45337C102 |
|
Page
5 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
Felix J. Baker |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS (See Instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 36,641,462 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,641,462 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,641,462 (1) |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4% (1)(2) |
14. |
TYPE OF REPORTING PERSON (See Instructions)
IN, HC |
(1) Includes 105,996 shares of Common Stock underlying
105,996 Stock Options.
(2) Based on 222,965,018 shares of Common Stock outstanding as of January
31, 2023, as reported in the Issuer’s Form 10-K filed with the SEC on February 7, 2023 and 105,996 shares of Common Stock underlying
105,996 Stock Options.
CUSIP
No. 45337C102 |
|
Page
6 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
FBB2, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS (See Instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 14,755 |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 14,755 |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,755 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (1) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
| (1) | Based
on 222,965,018 shares of Common Stock outstanding as of January 31, 2023, as reported in
the Issuer’s Form 10-K filed with the SEC on February 7, 2023. |
CUSIP
No. 45337C102 |
|
Page
7 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
FBB3 LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS (See Instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 31,140 |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 31,140 |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 31,140 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01% (1) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
OO |
| (1) | Based
on 222,965,018 shares of Common Stock outstanding as of January 31, 2023, as reported in
the Issuer’s Form 10-K filed with the SEC on February 7, 2023. |
CUSIP
No. 45337C102 |
|
Page
8 of 13 Pages |
1. |
NAMES OF REPORTING PERSONS
FBB Associates |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b) ¨ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS (See Instructions)
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE
VOTING POWER: 33,410 |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 33,410 |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 33,410 |
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.02% (1) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
PN, OO |
(1) Based on 222,965,018 shares of Common Stock outstanding
as of January 31, 2023, as reported in the Issuer’s Form 10-K filed with the SEC on February 7, 2023.
Amendment No. 28 to Schedule 13D
This Amendment No. 28 to Schedule 13D amends and supplements the statements
on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors
(GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, FBB2, LLC (“FBB2”), FBB3 LLC (“FBB3”)
and FBB Associates (“FBB”). Except as supplemented herein, such statements, as hereto amended and supplemented, remain in
full force and effect. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), and 667, L.P.
(“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’
respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power
of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’
investments and voting power over investments.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of Schedule 13D is supplemented and amended, as the case may
be, as follows:
The disclosure in Item 4 below is incorporated herein by reference.
Item 4. Purpose
of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the case
may be, as follows:
On March 13, 2023 the Adviser acquired beneficial ownership of 20,000
shares of common stock (“Common Stock”) of Incyte Corporation (the “Issuer”), as a result of the exercise of
20,000 options to purchase Common Stock at $22.74 per share (the “Exercised Stock Options”) held directly by Julian C. Baker.
Julian C. Baker currently serves on the Issuer’s board of directors (the “Board”) as a representative of the Funds.
The policy of the Funds and the Adviser does not permit managing members of the Adviser GP or full-time employees of the Adviser to receive
compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Exercised Stock
Options. Julian C. Baker, as an agent in his capacity as a director of the Issuer, entered into a proceeds agreement (the “Proceeds
Agreement”) with the Adviser on March 13, 2023. Pursuant to the Proceeds Agreement, Julian C. Baker agreed that, with respect to
the Exercised Stock Options and the Common Stock received as a result of the exercise of the Exercised Stock Options on March 13, 2023,
the Adviser will have dispositive power as well as the ability to control the timing of exercise of the Exercised Stock Options and that
any proceeds from the sale of the Common Stock will be remitted to the Adviser net of brokerage commissions. Other than through their
control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power over and have no direct pecuniary
interest in, the Exercised Stock Options or the Common Stock. Pursuant to the Proceeds Agreement, the Adviser funded Julian C. Baker’s
exercise of the Exercised Stock Options through loans from the 667 and Life Sciences (the “Loan Agreements”). The total amount
expended on acquiring the Common Stock was $454,800.
In order to effect the exercise of the Exercised Stock Options, on
March 13, 2023, the Adviser entered into the Loan Agreements with 667 and Life Sciences pursuant to which 667 and Life Sciences loaned
$34,594 and $420,206, respectively, totaling $454,800 to the Adviser for the purpose of acquiring the Common Stock. The loan is due March
13, 2053, or earlier if the Common Stock is sold (the “Due Date”), with interest payable through the Due Date at a rate of
3.74% annually.
The Funds hold securities of the Issuer for investment purposes. The
Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying amounts and
at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability
of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business
investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the Board
of Directors and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer and other
plans and requirements of the particular persons. The Reporting Persons may discuss items of mutual interest with the Issuer’s
management, other members of the Board and other investors, which could include items in subparagraphs (a) through (j) of Item 4 Schedule
13D.
Depending
upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated
above and they may make suggestions to the management of the Issuer regarding financing, and may acquire additional securities of the
Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all
of the Stock Options (as defined in Item 5), vesting of restricted stock units (each an “RSU”) or
otherwise) or may dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.
Except as otherwise disclosed herein, at the present time, the Reporting
Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without
limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) Items
7 through 11 and 13 of each of the cover pages of this Amendment No. 28 are incorporated herein by reference. Set forth below is the
aggregate number of shares of Common Stock directly held by each of the Funds and the percentage of the Issuer’s outstanding shares
of Common Stock such holdings represent. The information set forth below is based on 222,965,018 shares of Common Stock outstanding as
of January 31, 2023, as reported in the Issuer’s Form 10-K filed with the SEC on February 7, 2023. Such percentage figures
are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Holder | |
Shares of Common
Stock | | |
Percent of Class
Outstanding | |
667, L.P. | |
| 2,734,189 | | |
| 1.2 | % |
Baker Brothers Life Sciences, L.P. | |
| 33,212,097 | | |
| 14.9 | % |
Total | |
| 35,946,286 | | |
| 16.1 | % |
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Julian C. Baker and Felix J. Baker are also the sole managers of FBB2
and FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB2 and FBB3.
Julian C. Baker and Felix J. Baker are also the sole partners of FBB
and as such may be deemed to be beneficial owners of securities owned by FBB and may be deemed to have the power to vote or direct the
vote and dispose or direct the disposition of those securities.
In connection with his service on the Issuer’s Board, Julian
C. Baker holds options to purchase Common Stock of the Issuer (“Stock Options”), RSUs, Common Stock and Common Stock received
from the exercise of Stock Options as disclosed in previous amendments to this Schedule 13D.
Julian C. Baker serves on the Board
as a representative of the Funds. The policy of the Funds and the Adviser does not permit managing members of the Adviser GP or
full-time employees of the Adviser to receive compensation for serving as a director of the Issuer. Therefore, Julian C. Baker has no
pecuniary interest in the Stock Options, Common Stock, RSUs or Common Stock received from the exercise of Stock Options or vesting of
RSUs received as directors’ compensation. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common
Stock, RSUs and Common Stock received from the exercise of Stock Options and vesting of RSUs received as directors’ compensation.
The Adviser has voting and investment power over the Stock Options,
RSUs, Common Stock and Common Stock underlying such Stock Options and Common Stock received from the exercise of Stock Options by Julian
C. Baker received as directors’ compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as managing members of the
Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Stock
Options, RSUs, Common Stock, Common Stock received from the exercise of Stock Options and Common Stock underlying such Stock Options
held by Julian C. Baker received as director’s compensation.
(c) The disclosures in Item 4 are incorporated by reference herein.
Except as disclosed herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has
effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667, a limited
partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which
is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole
general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
Item 6 of this Schedule 13D is hereby supplemented and amended, as
the case may be, as follows:
The disclosure in Item 4 is incorporated
by reference herein.
The Loan Agreement and the Proceeds Agreement are filed as Exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
March 15, 2023
|
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner |
|
|
|
|
By: |
/s/
Scott L. Lessing |
|
|
Name:
Scott L. Lessing
Title: President |
|
BAKER
BROS. ADVISORS (GP) LLC |
|
|
|
|
By: |
/s/
Scott L. Lessing |
|
|
Name:
Scott L. Lessing
Title: President |
|
/s/
Julian C. Baker |
|
Julian C. Baker |
|
|
|
/s/ Felix J. Baker |
|
Felix J. Baker |
|
FBB
Associates |
|
|
|
|
By: |
/s/
Julian C. Baker |
|
|
Name:
Julian C. Baker
Title: Partner |
|
FBB2,
LLC |
|
|
|
|
By: |
/s/
Julian C. Baker |
|
|
Name:
Julian C. Baker
Title: Manager |
|
FBB3
LLC |
|
|
|
|
By: |
/s/
Julian C. Baker |
|
|
Name:
Julian C. Baker
Title: Manager |