Paula J. Swain - Jul 2, 2022 Form 4 Insider Report for INCYTE CORP (INCY)

Role: EVP, Human Resources
Signature: /s/ Elizabeth Feeney, Attorney-In-Fact
Stock symbol: INCY
Transactions as of: Jul 2, 2022
Transactions value $: -$205,971
Form type: 4
Date filed: 7/6/2022, 04:12 PM
Previous filing: Jan 21, 2022
Next filing: Jan 24, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INCY	Common Stock	Award	$0	+9.92K	+13.71%	$0.00	82.3K	Jul 2, 2022	Direct	F1
transaction	INCY	Common Stock	Tax liability	-$206K	-2.6K	-3.16%	$79.25	79.7K	Jul 5, 2022	Direct	F2, 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	Employee Stock Option (right to buy)	Award	$0	+13.4K		$0.00	13.4K	Jul 2, 2022	Common Stock	13.4K	$77.67	Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years, subject to Paula Swain's continued service with the issuer through the applicable vesting dates. The RSUs may be settled only for shares of common stock on a one-for-one basis.
F2	Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or earned performance shares previously reported in Table I as common stock.
F3	Including the July 2, 2022 RSU Grant, this includes an aggregate of 25,227 shares of common stock issuable pursuant to previously reported RSUs and earned performance shares that have not vested.
F4	Beginning July 2, 2022, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.