Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 8)
 
Incyte Corporation
(Name of Issuer)
     
Common Stock, par value $0.001 per share
(Title of Class of Securities)
     
 
45337C102
  
 
(CUSIP Number)
  
     
 
Leo Kirby
667 Madison Avenue, 17th Floor
New York, NY  10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
March 2, 2009
  
 
(Date of Event which Requires Filing of this Statement)
  
     

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.   ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
Page 1 of 7 Pages
 

SCHEDULE 13D
 
CUSIP No.   45337C102      
  
Page   2   of   7   Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
117,917
8
SHARED VOTING POWER
18,593,196
9
SOLE DISPOSITIVE POWER
117,917
10
SHARED DISPOSITIVE POWER
18,593,196
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,593,196
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


 
Page 2 of 7 Pages
 

SCHEDULE 13D
 
CUSIP No.  45337C102      
  
Page   3   of   7    Pages

1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
18,475,279
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
18,475,279
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,475,279
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%
14
TYPE OF REPORTING PERSON (See Instructions)
IN

 
Page 3 of 7 Pages
 

This Amendment No. 8 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended.  Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
 
Item 5.
Interest in Securities of the Issuer.
 
Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon conversion of 3.5% Convertible Subordinated Notes due 2011 and 3.5% Convertible Senior Notes due 2011 at the presently applicable conversion price of $11.2185 and shares that may be acquired upon exercise of Stock Options, as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 97,171,223 shares outstanding as reported on the company’s SEC Form 10Q filed on November 6, 2008.
 
Such percentage figures are calculated on the basis that the Convertible Subordinated Notes owned by the Reporting Persons and Stock Options are deemed converted into shares of Common Stock but other outstanding Senior Convertible Notes and Stock Options are not deemed converted or exercised.
 
Name
  
Number of Shares
    
Percent of Class
Outstanding
  
Baker Bros. Investments I, L.P.
     144,314       0.2 %
Baker Bros. Investments II, L.P.
     175,157       0.2 %
667, L.P.
     4,962,985       4.7 %
Baker Brothers Life Sciences, L.P.
     12,646,079       12.1 %
14159, L.P.
     314,514       0.3 %
Baker/ Tisch Investments, L.P.
     198,820       0.2 %
FBB Associates
     33,410       0.0 %
Julian Baker
     117,917       0.1 %
_______________________________
  
___________
    
_______
  
Total
     18,593,196       17.8 %

 
By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities.
 
The following transactions in Common Stock and Convertible Notes were effected by the entities noted below during the sixty days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in securities of the issuer during this period.
 

 

 

 
Page 4 of 7 Pages
 


 
                 
Name
Date
  
Number of
          
     
Shares
  
Transaction
  
Price / Share
  
                 
Baker / Tisch Investments, L.P.
3/2/2009
     179  
Purchase
     2.1365  
Baker Bros. Investments II, L.P.
3/2/2009
     9  
Purchase
     2.1365  
667, L.P.
3/2/2009
     4,019  
Purchase
     2.1365  
Baker Brothers Life Sciences, L.P.
3/2/2009
     17,413  
Purchase
     2.1365  
14159, L.P.
3/2/2009
     484  
Purchase
     2.1365  
Baker / Tisch Investments, L.P.
3/2/2009
     164  
Purchase
     2.1709  
Baker Bros. Investments II, L.P.
3/2/2009
     8  
Purchase
     2.1709  
667, L.P.
3/2/2009
     3,682  
Purchase
     2.1709  
Baker Brothers Life Sciences, L.P.
3/2/2009
     15,951  
Purchase
     2.1709  
14159, L.P.
3/2/2009
     443  
Purchase
     2.1709  
                     
                     
Name
Date
  
Principal
            
     
Amount of
  
Transaction
  
Price
  
     
Conv. Notes
            
                     
Baker / Tisch Investments, L.P.
2/26/2009
     78,000  
Purchase Sub. Conv.
   $ 49.35  
Baker Bros. Investments II, L.P.
2/26/2009
     4,000  
Purchase Sub. Conv.
     49.35  
667, L.P.
2/26/2009
     1,761,000  
Purchase Sub. Conv.
     49.35  
Baker Brothers Life Sciences, L.P.
2/26/2009
     7,627,000  
Purchase Sub. Conv.
     49.35  
14159, L.P.
2/26/2009
     212,000  
Purchase Sub. Conv.
     49.35  
Baker / Tisch Investments, L.P.
2/27/2009
     31,000  
Purchase Sub. Conv.
     49.25  
Baker Bros. Investments II, L.P.
2/27/2009
     2,000  
Purchase Sub. Conv.
     49.25  
667, L.P.
2/27/2009
     691,000  
Purchase Sub. Conv.
     49.25  
Baker Brothers Life Sciences, L.P.
2/27/2009
     2,993,000  
Purchase Sub. Conv.
     49.25  
14159, L.P.
2/27/2009
     83,000  
Purchase Sub. Conv.
     49.25  
Baker / Tisch Investments, L.P.
3/2/2009
     81,000  
Purchase Sub. Conv.
     48.125  
Baker Bros. Investments II, L.P.
3/2/2009
     4,000  
Purchase Sub. Conv.
     48.125  
667, L.P.
3/2/2009
     1,818,000  
Purchase Sub. Conv.
     48.125  
Baker Brothers Life Sciences, L.P.
3/2/2009
     7,878,000  
Purchase Sub. Conv.
     48.125  
14159, L.P.
3/2/2009
     219,000  
Purchase Sub. Conv.
     48.125  

 
 
Page 5 of 7 Pages
 


 
Exhibit 4.
Agreement regarding the joint filing of this statement.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  March 2, 2009

 
By:
 /s/ Julian C. Baker
   
 Julian C. Baker
     
 
By:
 /s/ Felix J. Baker
   
  Felix J. Baker


 
Page 6 of 7 Pages
 

EXHIBIT 4

AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Incyte Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.
 
  March 2, 2009

 
By:
 /s/ Julian C. Baker
   
 Julian C. Baker
     
 
By:
 /s/ Felix J. Baker
   
  Felix J. Baker



 
Page 7 of 7 Pages