Baker Bros. Advisors Lp - Mar 8, 2022 Form 4 Insider Report for INCYTE CORP (INCY)

Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
INCY
Transactions as of
Mar 8, 2022
Transactions value $
$28,989,770
Form type
4
Date filed
3/10/2022, 05:02 PM
Previous filing
Feb 22, 2022
Next filing
Mar 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INCY Common Stock Options Exercise $441K +20K +0.69% $22.05 2.91M Mar 8, 2022 See Footnotes F4, F5, F6, F7, F8, F9, F10
transaction INCY Common Stock Options Exercise $441K +20K +0.06% $22.05 33.1M Mar 8, 2022 See Footnotes F5, F6, F7, F8, F9, F10, F11
transaction INCY Common Stock Purchase $538K +7.62K +0.26% $70.68 2.92M Mar 8, 2022 See Footnotes F4, F5, F6, F7, F8, F10
transaction INCY Common Stock Purchase $6.53M +92.4K +0.28% $70.68 33.2M Mar 8, 2022 See Footnotes F5, F6, F7, F8, F10, F11
transaction INCY Common Stock Purchase $385K +5.37K +0.18% $71.72 2.92M Mar 9, 2022 See Footnotes F4, F5, F6, F7, F8, F10, F12
transaction INCY Common Stock Purchase $4.67M +65.1K +0.2% $71.72 33.2M Mar 9, 2022 See Footnotes F5, F6, F7, F8, F10, F11, F12
transaction INCY Common Stock Purchase $149K +2.07K +0.07% $71.90 2.93M Mar 10, 2022 See Footnotes F4, F5, F6, F7, F8, F10, F13
transaction INCY Common Stock Purchase $1.81M +25.1K +0.08% $71.90 33.2M Mar 10, 2022 See Footnotes F5, F6, F7, F8, F10, F11, F13
transaction INCY Common Stock Purchase $6.04K +84 +0% $71.95 2.93M Mar 10, 2022 See Footnotes F4, F5, F6, F7, F8, F10, F14
transaction INCY Common Stock Purchase $73.2K +1.02K +0% $71.95 33.2M Mar 10, 2022 See Footnotes F5, F6, F7, F8, F10, F11, F14
transaction INCY Common Stock Purchase $1.06M +14.5K +0.5% $73.31 2.94M Mar 10, 2022 See Footnotes F4, F5, F6, F7, F8, F10, F15
transaction INCY Common Stock Purchase $12.9M +176K +0.53% $73.31 33.4M Mar 10, 2022 See Footnotes F5, F6, F7, F8, F10, F11, F15
holding INCY Common Stock 279K Mar 8, 2022 Direct F1
holding INCY Common Stock 281K Mar 8, 2022 Direct F2
holding INCY Common Stock 33.4K Mar 8, 2022 See Footnotes F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INCY Non-Qualified Stock Options (right to buy) Options Exercise $0 -20K -100% $0.00* 0 Mar 8, 2022 Common Stock 20K $22.05 See Footnotes F4, F5, F6, F8, F9, F10
transaction INCY Non-Qualified Stock Options (right to buy) Options Exercise $0 -20K -100% $0.00* 0 Mar 8, 2022 Common Stock 20K $22.05 See Footnotes F5, F6, F8, F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Common stock ("Common Stock") of Incyte Corporation (the "Issuer") directly held by Julian C. Baker.
F2 Common Stock of the Issuer 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 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.
F5 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.
F6 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.
F7 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.
F8 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).
F9 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.
F10 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.
F11 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.
F12 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.
F13 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.
F14 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.
F15 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.

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.