| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | INCY | Common Stock | Options Exercise | $379K | +20K | +0.7% | $18.97 | 2.87M | May 14, 2021 | See Footnotes | F4, F5, F6, F7, F9, F10, F11, F12 |
| transaction | INCY | Common Stock | Options Exercise | $379K | +20K | +0.07% | $18.97 | 29.3M | May 14, 2021 | See Footnotes | F4, F5, F6, F8, F9, F10, F11, F12 |
| holding | INCY | Common Stock | 279K | May 14, 2021 | Direct | F1 | |||||
| holding | INCY | Common Stock | 281K | May 14, 2021 | Direct | F2 | |||||
| holding | INCY | Common Stock | 33.4K | May 14, 2021 | 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) | Options Exercise | $0 | -20K | -100% | $0.00* | 0 | May 14, 2021 | Common Stock | 20K | $18.97 | See Footnotes | F4, F5, F7, F9, F10, F11, F12 |
| transaction | INCY | Non-Qualified Stock Options (right to buy) | Options Exercise | $0 | -20K | -100% | $0.00* | 0 | May 14, 2021 | Common Stock | 20K | $18.97 | See Footnotes | F4, F5, F8, F9, F10, F11, F12 |
| 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 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. |
| F4 | Common Stock received upon exercise of 20,000 non-qualified stock options exercisable into Common Stock on a 1-for-1 basis ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer. Julian C. Baker, pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), does not have any right to the pecuniary interest in the Stock Options issued for his service on the board of directors of the Issuer (the "Board") or the Common Stock received upon exercise of such Stock Options. Each of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") owns an indirect proportionate pecuniary interest in the Common Stock received upon exercise of the Stock Options issued in connection with Julian C. Baker's service on the Board less the exercise cost of those Stock Options. |
| F5 | 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, restricted stock units (each an "RSU") payable solely in Common Stock and Common Stock received upon vesting of RSUs (ie. no direct pecuniary interest). |
| F6 | Includes beneficial ownership of 6,076 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 2,802 shares of Common Stock received from RSUs and 175,000 shares of Common Stock, 155,000 of which were received previously, 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. |
| F7 | 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, 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. |
| F8 | 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. |
| F9 | The disclosure of the exercise of Stock Options for Common Stock reported on this form is a single exercise of 20,000 Stock Options. The exercise of 20,000 Stock Options is 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 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. |
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.