| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INCY | Common Stock | Award | $0 | +2.51K | +0.08% | $0.00 | 2.97M | Jun 14, 2023 | See Footnotes | F4, F5, F6, F7, F8, F9, F10, F11 |
| transaction | INCY | Common Stock | Award | $0 | +2.51K | +0.01% | $0.00 | 33.4M | Jun 14, 2023 | See Footnotes | F4, F6, F7, F8, F9, F10, F11, F12 |
| holding | INCY | Common Stock | 279K | Jun 14, 2023 | Direct | F1 | |||||
| holding | INCY | Common Stock | 281K | Jun 14, 2023 | Direct | F2 | |||||
| holding | INCY | Common Stock | 33.4K | Jun 14, 2023 | 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 Option (right to buy) | Award | $0 | +11.3K | $0.00 | 11.3K | Jun 14, 2023 | Common Stock | 11.3K | $61.44 | See Footnotes | F5, F6, F7, F8, F9, F10, F13 | |
| transaction | INCY | Non- Qualified Stock Option (right to buy) | Award | $0 | +11.3K | $0.00 | 11.3K | Jun 14, 2023 | Common Stock | 11.3K | $61.44 | See Footnotes | F6, F7, F8, F9, F10, F12, F13 |
| Id | Content |
|---|---|
| F1 | Common stock ("Common Stock") of Incyte Corporation (the "Issuer") directly held by Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"). |
| F2 | Common Stock directly held by Felix J. Baker, a managing member of the Adviser GP. |
| 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 | Includes 2,505 restricted stock units (each an "RSU") payable solely in Common Shares granted by the Issuer to Julian C. Baker on June 14, 2023, pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan ("Incentive Plan"). The RSUs fully vest on the earlier of June 14, 2024, the date of the next annual shareholder meeting of the Issuer or upon a change in control as defined in the Incentive Plan, subject to Julian C. Baker's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Julian C. Baker serves on the Board as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates. |
| F5 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 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 and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 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. |
| F6 | Baker Bros. Advisors LP (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 directly by the Funds or for the benefit for Funds. 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 directly by the Funds or for the benefit of 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 directly by the Funds or for the benefit of the Funds. |
| F7 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of 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. |
| F8 | Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board 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 non-qualified options exercisable solely into Common Stock ("Stock Options") and RSUs. 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 Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest). |
| F9 | 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 Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. |
| F10 | The acquisitions of the RSUs and Stock Options reported on this form represent grants to Julian C. Baker of 2,505 RSUs on Table I and 11,294 Stock Options on Table II. These grants of 2,505 RSUs and 11,294 Stock Options for Julian C. Baker are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F11 | Includes beneficial ownership of 9,389 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 6,869 shares of Common Stock received previously from vested RSUs and 215,000 shares of Common Stock received previously from the exercise of 215,000 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. |
| F12 | After giving effect to the transactions 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 and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of 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. |
| F13 | Includes 11,294 Stock Options granted by the Issuer to Julian C. Baker on June 14, 2023, pursuant to the Incentive Plan. The Stock Options have a strike price of $61.44 and vest on the earlier of June 14, 2024, the date of the next annual shareholder meeting of the Issuer or upon a change of control as defined in the Incentive Plan, subject to Julian C. Baker's continuous service on the Board through the vesting date. The Stock Options expire on June 13, 2033. |
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 other than Julian C. Baker are deemed directors by deputization of the Issuer.