Edgar Filing: INCYTE CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAKER JULIAN

2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [INCY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2013

(Street)

NEW YORK, NY US 10065

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

25,000,000 ⁽¹⁾

⁽²⁾

11/15/2018

Common Stock

483,017

$ 100

25,000,000

See Footnote ⁽³⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

219,544,000 ⁽¹⁾

⁽²⁾

11/15/2018

Common Stock

4,241,740

$ 100

219,544,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

5,456,000 ⁽¹⁾

⁽²⁾

11/15/2018

Common Stock

105,414

$ 100

5,456,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

3,415,000

⁽²⁾

11/15/2018

Common Stock

65,980

$ 104.125

222,959,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

85,000

⁽²⁾

11/15/2018

Common Stock

1,642

$ 104.125

5,541,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

5,367,000

⁽²⁾

11/15/2018

Common Stock

103,694

$ 104.0909

228,326,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

0.375% Convertible Senior Note due 2018

$ 51.758

11/08/2013

133,000

⁽²⁾

11/15/2018

Common Stock

2,570

$ 104.0909

5,674,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

25,000,000 ⁽¹⁾

⁽²⁾

11/15/2020

Common Stock

483,017

$ 100

25,000,000

See Footnote ⁽³⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

219,544,000 ⁽¹⁾

⁽²⁾

11/15/2020

Common Stock

4,241,740

$ 100

219,544,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

5,456,000 ⁽¹⁾

⁽²⁾

11/15/2020

Common Stock

105,414

$ 100

5,456,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

4,879,000

⁽²⁾

11/15/2020

Common Stock

94,265

$ 104.75

224,423,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

121,000

⁽²⁾

11/15/2020

Common Stock

2,338

$ 104.75

5,577,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

2,439,000

⁽²⁾

11/15/2020

Common Stock

47,123

$ 103.75

226,862,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

61,000

⁽²⁾

11/15/2020

Common Stock

1,179

$ 103.75

5,638,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

9,758,000

⁽²⁾

11/15/2020

Common Stock

188,531

$ 104.25

236,620,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

242,000

⁽²⁾

11/15/2020

Common Stock

4,676

$ 104.25

5,880,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

6,830,000

⁽²⁾

11/15/2020

Common Stock

131,960

$ 104.5179

243,450,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

1.25% Convertible Senior Note due 2020

$ 51.758

11/08/2013

170,000

⁽²⁾

11/15/2020

Common Stock

3,285

$ 104.5179

6,050,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015 ⁽⁶⁾

$ 8.775

⁽²⁾

10/01/2015

Common Stock

7,289

64,000

4.75% Convertible Senior Note due 2015 ⁽⁷⁾

$ 8.775

⁽²⁾

10/01/2015

Common Stock

7,403

65,000

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

20,922,000 ⁽⁸⁾

⁽²⁾

10/01/2015

Common Stock

2,384,274

$ 425.8779

8,671,000

See Footnote ⁽³⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

88,153,000 ⁽⁸⁾

⁽²⁾

10/01/2015

Common Stock

10,045,926

$ 425.8779

36,534,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

2,459,000 ⁽⁸⁾

⁽²⁾

10/01/2015

Common Stock

280,228

$ 425.8779

1,019,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

1,084,000 ⁽⁹⁾

⁽²⁾

10/01/2015

Common Stock

123,533

$ 432.6015

7,587,000

See Footnote ⁽³⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

4,567,000 ⁽⁹⁾

⁽²⁾

10/01/2015

Common Stock

520,456

$ 432.6015

31,967,000

See Footnote ⁽⁴⁾ ⁽¹⁰⁾

4.75% Convertible Senior Note due 2015

$ 8.775

11/08/2013

127,000 ⁽⁹⁾

⁽²⁾

10/01/2015

Common Stock

14,473

$ 432.6015

892,000

See Footnote ⁽⁵⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065	X	X
BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065	X	X
BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065	X	X
667, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK, NY US 10065	X	X
Baker Brothers Life Sciences LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY US 10065	X	X
14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY US 10065	X	X
Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE 21ST FLOOR NEW YORK, NY US 10065	X	X

Signatures

/s/ Julian C. Baker		11/13/2013
^**Signature of Reporting Person		Date
/s/ Felix J. Baker		11/13/2013
^**Signature of Reporting Person		Date
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing		11/13/2013
^**Signature of Reporting Person		Date
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		11/13/2013
^**Signature of Reporting Person		Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P Name:Scott L. Lessing, Title: President /s/		11/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 8, 2013 667, L.P. ("667"), Baker Brothers Life Sciences, L.P. ("Life Sciences") and 14159, L.P. ("14159, and together with 667 and Life Sciences, the "Funds") purchased 0.375% Convertible Senior Unsecured Notes due November 15, 2018 and 1.25% Convertible Senior Unsecured Notes due November 14, 2020 issued by Incyte Corporation (the "Issuer") at par value as part of a private placement.
(2)	Immediately.
(3)	As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in securities of the Issuer 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
(4)	As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in securities of the Issuer 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
(5)	As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in securities of the Issuer directly held by 14159, a limited partnership of which the sole general partner is 14159 Capital L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital L.P.'s right to receive an allocation of a portion of the profits from 14159.
(6)	Reflects 4.75% Convertible Senior Notes due 2015 of the Issuer held directly by Julian C. Baker.
(7)	Reflects 4.75% Convertible Senior Notes due 2015 of the Issuer held directly by Felix J. Baker.
(8)	On November 8, 2013 the Issuer pursuant to a repurchase agreement with 667, Life Sciences and 14159 repurchased $20,922,000, $88,153,000, and $2,459,000 principal, respectively, of the Issuer's 4.75% Convertible Senior Notes due 2015.
(9)	On November 8, 2013 the Issuer pursuant to an additional repurchase agreement with 667, Life Sciences and 14159 repurchased $1,084,000, $4,567,000, and $127,000 principal, respectively, of the Issuer's 4.75% Convertible Senior Notes due 2015.
(10)	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 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 principals 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 and 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. 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.
Remarks: Julian C. Baker is a director of Incyte Corporation (the "Issuer"). By virtue of his 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.

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