SEC Form 4 · accession 0001144204-15-055659
INCYTE CORP · INCY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
14159, L.P.
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Sep 16, 2015
Accepted (ET)
Sep 18, 2015 · 6:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000879169
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Sep 16, 2015 | M | 7,292 | — | A | 58,632 | D | |
| Common StockF3,F4 | Sep 16, 2015 | M | 7,406 | — | A | 61,049 | D | |
| Common StockF6,F7,F12 | Sep 16, 2015 | M | 864,614 | — | A | 2,943,733 | I | See Footnote |
| Common StockF8,F9,F12 | Sep 16, 2015 | M | 3,642,962 | — | A | 16,128,927 | I | See Footnote |
| Common StockF10,F11,F12 | Sep 16, 2015 | M | 101,652 | — | A | 512,673 | I | See Footnote |
| Common StockF5 | holding | — | — | — | 33,410 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4.75% Convertible Senior Notes due 2015F1,F13,F2 | $8.775 | Sep 16, 2015 | M | 64,000 | D | Sep 24, 2009 | Oct 1, 2015 | Common Stock | 7,292 | 0 | D |
| 4.75% Convertible Senior Notes due 2015F3,F13,F4 | $8.775 | Sep 16, 2015 | M | 65,000 | D | Sep 24, 2009 | Oct 1, 2015 | Common Stock | 7,406 | 0 | D |
| 4.75% Convertible Senior Notes due 2015F6,F13,F7,F12 | $8.775 | Sep 16, 2015 | M | 7,587,000 | D | Sep 24, 2009 | Oct 1, 2015 | Common Stock | 864,614 | 0 | I |
| 4.75% Convertible Senior Notes due 2015F8,F13,F9,F12 | $8.775 | Sep 16, 2015 | M | 31,967,000 | D | Sep 24, 2009 | Oct 1, 2015 | Common Stock | 3,642,962 | 0 | I |
| 4.75% Convertible Senior Notes due 2015F10,F13,F11,F12 | $8.775 | Sep 16, 2015 | M | 892,000 | D | Sep 24, 2009 | Oct 1, 2015 | Common Stock | 101,652 | 0 | I |
Explanation of responses
- F17,292 shares of common stock of Incyte Corporation (the "Issuer") acquired upon conversion of $64,000 principal amount of 4.75% Convertible Senior Notes due 2015 ("2015 Notes") held directly by Julian C. Baker at a conversion price of $8.775.
- F10101,652 shares of common stock of the Issuer acquired upon conversion of $892,000 principal amount of 2015 Notes held directly by 14159, L.P. ("14159", and together with 667 and Life Sciences, the "Funds")at a conversion price of $8.775.
- F11As a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 512,673 shares of common stock of the Issuer beneficially owned 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. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
- F12The 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 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.
- F13Pursuant to instruction 4ciii this column is left blank.
- F2Reflects securiites of the Issuer held directly by Julian C. Baker.
- F37,406 shares of common stock of the Issuer acquired upon conversion of $65,000 principal amount of 2015 Notes held directly by Felix J. Baker at a conversion price of $8.775.
- F4Reflects securities of the Issuer held directly by Felix J. Baker.
- F5Julian 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.
- F6864,614 shares of common stock of the Issuer acquired upon conversion of $7,587,000 principal amount of 2015 Notes held directly by 667, L.P. ("667")at a conversion price of $8.775.
- F7As a result of Felix J. Baker's and Julian C. Baker's 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 2,943,733 shares of common stock of the Issuer beneficially owned 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. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
- F83,642,962 shares of common stock of the Issuer acquired upon conversion of $31,967,000 principal amount of 2015 Notes held directly by Baker Brothers Life Sciences, L.P. ("Life Sciences")at a conversion price of $8.775.
- F9As a result of Felix J. Baker's and Julian C. Baker's 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 16,128,927 shares of common stock of the Issuer beneficially owned 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. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
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.