| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INCY | Common Stock | Award | $0 | +2.14K | +0.07% | $0.00 | 2.94M | Jun 15, 2022 | See Footnotes | F4, F5, F6, F7, F8, F9, F10, F11, F12 |
| transaction | INCY | Common Stock | Award | $0 | +2.14K | +0.01% | $0.00 | 33.4M | Jun 15, 2022 | See Footnotes | F4, F5, F7, F8, F9, F10, F11, F12, F13 |
| holding | INCY | Common Stock | 279K | Jun 15, 2022 | Direct | F1 | |||||
| holding | INCY | Common Stock | 281K | Jun 15, 2022 | Direct | F2 | |||||
| holding | INCY | Common Stock | 33.4K | Jun 15, 2022 | See Footnotes | F3 |
| 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) | Award | $0 | +9.12K | $0.00 | 9.12K | Jun 15, 2022 | Common Stock | 9.12K | $68.55 | See Footnotes | F7, F8, F9, F10, F11, F12, F14 |
| Id | Content |
|---|---|
| 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 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 June 15, 2022, pursuant to the Amended and Restated 2010 Stock Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of June 15, 2023, the date of the next annual shareholder meeting of the Issuer or upon a change in control as defined in the Incentive Plan. |
| F5 | Includes beneficial ownership of 7,673 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 RSU's and 195,000 shares of Common Stock received previously from the exercise of 195,000 non-qualified stock options to purchase Common Stock ("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. |
| 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, 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. |
| F7 | 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 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. 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 Stock Options exercisable solely into Common Stock. |
| F8 | 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. |
| F9 | The disclosure of the grant of RSUs and Stock Options reported on this form is a single grant of 2,144 RSUs on Table I and 9,124 Stock Options on Table II. The 2,144 RSUs and 9,124 Stock Options are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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). |
| F13 | 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. |
| F14 | Stock Options granted to Julian C. Baker on June 15, 2022, pursuant to the Incentive Plan. The Stock Options with a strike price of $68.55 vest on the earlier of June 15, 2023, the date of the next annual shareholder meeting of the Issuer or upon a change of control as defined in the Incentive Plan. |
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.