Herve Hoppenot - Jan 20, 2023 Form 4 Insider Report for INCYTE CORP (INCY)

Role: Chairman / CEO, Director, President
Signature: /s/ Elizabeth Feeney, Attorney-InFact
Stock symbol: INCY
Transactions as of: Jan 20, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/24/2023, 03:00 PM
Previous filing: Jul 6, 2022
Next filing: Jul 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	INCY	Common Stock	Award	$0	+29.2K	+7.19%	$0.00	435K	Jan 20, 2023	Direct	F1, F2
holding	INCY	Common Stock						25.9K	Jan 20, 2023	By GRAT	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	+86.4K		$0.00	86.4K	Jan 20, 2023	Common Stock	86.4K	$83.20	Direct	F4

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

Explanation of Responses:

Id	Content
F1	Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on January 20, 2023. The earned shares will vest on the third anniversary of the July 2, 2020 grant date, subject to the Reporting Persons continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, the achievement of specified financial and development performance criteria determined by the Issuers Compensation Committee in January 2020 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 175% of the number of performance shares awarded.
F2	This includes an aggregate of 276,741 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested. The aggregate amount also includes the additional Performance Stock Units earned on January 20, 2023.
F3	On June 15, 2018, the reporting person contributed 103,033 shares to a grantor retained annuity trust (GRAT). On June 17, 2019, 20,407 shares were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. In addition, on June 2, 2020 an additional 16,392 were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. On June 22, 2021 an additional 19,033 were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. Finally, On June 29, 2022 an additional 21,301 were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned.
F4	Beginning January 20, 2023, options become exercisable in 37 installments, with the first 25% vesting on July 2, 2023 and the remainder vesting monthly over three years.