Baker Bros. Advisors Lp - Dec 15, 2021 Form 4 Insider Report for INCYTE CORP (INCY)

Signature
667, L.P. By: /s/ Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
INCY
Transactions as of
Dec 15, 2021
Transactions value $
$115,558,900
Form type
4
Date filed
12/17/2021, 05:30 PM
Previous filing
Dec 16, 2021
Next filing
Jan 4, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INCY Common Stock Purchase $58.5K +861 +0% $67.90 29.3M Dec 15, 2021 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8
transaction INCY Common Stock Purchase $641K +9.35K +0.03% $68.52 29.3M Dec 15, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F9
transaction INCY Common Stock Purchase $2.54M +36.5K +0.12% $69.63 29.4M Dec 15, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F10
transaction INCY Common Stock Purchase $695K +9.89K +0.03% $70.24 29.4M Dec 15, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F11
transaction INCY Common Stock Purchase $382K +5.38K +0.02% $71.03 29.4M Dec 15, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F12
transaction INCY Common Stock Purchase $20.7M +288K +0.98% $71.91 29.7M Dec 15, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F13
transaction INCY Common Stock Purchase $10M +140K +0.47% $71.96 29.8M Dec 16, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F14
transaction INCY Common Stock Purchase $2.14M +29.7K +0.1% $72.00 29.9M Dec 16, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8
transaction INCY Common Stock Purchase $64.2M +882K +2.95% $72.77 30.7M Dec 17, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F15
transaction INCY Common Stock Purchase $14.1M +194K +0.63% $72.91 30.9M Dec 17, 2021 See Footnotes F2, F3, F4, F5, F6, F7, F8, F16
holding INCY Common Stock 2.87M Dec 15, 2021 See Footnotes F2, F3, F5, F6, F7, F8, F17
holding INCY Common Stock 279K Dec 15, 2021 Direct F18
holding INCY Common Stock 281K Dec 15, 2021 Direct F19
holding INCY Common Stock 33.4K Dec 15, 2021 See Footnotes F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Incyte Corporation (the "Issuer") were traded by Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, L.P., the "Funds") in multiple transactions at prices ranging from $67.82 to $67.99, 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.
F2 Julian C. Baker serves on the Issuer's board of directors (the ''Board'') as a representative of the Funds.
F3 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 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, the non-qualified stock options (''Stock Options''), Common Stock issued upon exercise of Stock Options, restricted stock units (each an ''RSU'') payable solely in Common Stock and Common Stock received upon vesting of RSUs (ie. no direct pecuniary interest).
F4 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.
F5 Includes beneficial ownership of 6,814 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 from RSUs and 175,000 shares of Common Stock received from exercise of 175,000 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.
F6 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.
F7 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.
F8 Pursuant to agreements between Julian C. Baker and 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 price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $67.99 to $68.985, 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.
F10 The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $69.02 to $69.99, 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.
F11 The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $69.83 to $70.61, 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.
F12 The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $70.94 to $71.10, 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.
F13 The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $71.11 to $72.10, 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 Life Sciences in multiple transactions at prices ranging from $71.42 to $72.15, 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 Life Sciences in multiple transactions at prices ranging from $72.49 to $72.98, 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.
F16 The price reported in Column 4 is a weighted average price. These shares were traded by Life Sciences in multiple transactions at prices ranging from $72.83 to $72.94, 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.
F17 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.
F18 Common Stock directly held by Julian C. Baker.
F19 Common Stock directly held by Felix J. Baker.
F20 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.

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.