SEC Form 4 · accession 0001638599-16-000749
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
Mar 15, 2016
Accepted (ET)
Mar 17, 2016 · 7:14 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 StockF5,F6,F20 | Mar 15, 2016 | P | 19,642 | $67.1476 | A | 3,280,026 | I | See Footnotes |
| Common StockF5,F7,F20 | Mar 15, 2016 | P | 180,358 | $67.1476 | A | 19,196,210 | I | See Footnotes |
| Common StockF8,F6,F20 | Mar 15, 2016 | P | 19,513 | $65.7978 | A | 3,299,539 | I | See Footnotes |
| Common StockF8,F7,F20 | Mar 15, 2016 | P | 179,176 | $65.7978 | A | 19,375,386 | I | See Footnotes |
| Common StockF9,F6,F20 | Mar 15, 2016 | P | 129 | $65.2924 | A | 3,299,668 | I | See Footnotes |
| Common StockF9,F7,F20 | Mar 15, 2016 | P | 1,182 | $65.2924 | A | 19,376,568 | I | See Footnotes |
| Common StockF10,F11,F15,F16,F20 | Mar 17, 2016 | M | 20,000 | $3.86 | A | 3,319,668 | I | See Footnotes |
| Common StockF11,F12,F15,F17,F18,F20 | Mar 17, 2016 | M | 20,000 | $3.86 | A | 19,396,568 | I | See Footnotes |
| Common StockF11,F13,F15,F18,F19,F20 | Mar 17, 2016 | M | 20,000 | $3.86 | A | 533,020 | I | See Footnotes |
| Common StockF21,F16,F20 | Mar 17, 2016 | P | 10,616 | $60.8506 | A | 3,330,284 | I | See Footnotes |
| Common StockF21,F17,F18,F20 | Mar 17, 2016 | P | 97,484 | $60.8506 | A | 19,494,052 | I | See Footnotes |
| Common StockF22,F16,F20 | Mar 17, 2016 | P | 2,250 | $60.9506 | A | 3,332,534 | I | See Footnotes |
| Common StockF22,F17,F18,F20 | Mar 17, 2016 | P | 20,659 | $60.9506 | A | 19,514,711 | I | See Footnotes |
| Common StockF23,F16,F20 | Mar 17, 2016 | P | 2,660 | $61.028 | A | 3,335,194 | I | See Footnotes |
| Common StockF23,F17,F18,F20 | Mar 17, 2016 | P | 24,431 | $61.028 | A | 19,539,142 | I | See Footnotes |
| Common StockF24,F16,F20 | Mar 17, 2016 | P | 13,936 | $61.3778 | A | 3,349,130 | I | See Footnotes |
| Common StockF24,F17,F18,F20 | Mar 17, 2016 | P | 127,964 | $61.3778 | A | 19,667,106 | I | See Footnotes |
| Common StockF25,F16,F20 | Mar 17, 2016 | P | 9,821 | $62.5869 | A | 3,358,951 | I | See Footnotes |
| Common StockF25,F17,F18,F20 | Mar 17, 2016 | P | 90,179 | $62.5869 | A | 19,757,285 | I | See Footnotes |
| Common StockF1 | holding | — | — | — | 58,632 | D | ||
| Common StockF2 | holding | — | — | — | 61,049 | D | ||
| Common StockF3 | holding | — | — | — | 33,410 | I | See Footnotes | |
| Common StockF4,F20 | holding | — | — | — | 513,020 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (right to buy)F14,F10,F15 | $3.86 | Mar 17, 2016 | M | 20,000 | D | May 23, 2007 | May 22, 2016 | Common Stock | 20,000 | 0 | I |
| Non-Qualified Stock Options (right to buy)F14,F12,F15 | $3.86 | Mar 17, 2016 | M | 20,000 | D | May 23, 2007 | May 22, 2016 | Common Stock | 20,000 | 0 | I |
| Non-Qualified Stock Options (right to buy)F14,F13,F15 | $3.86 | Mar 17, 2016 | M | 20,000 | D | May 23, 2007 | May 22, 2016 | Common Stock | 20,000 | 0 | I |
Explanation of responses
- F1Reflects shares of common stock of Incyte Corporation (the "Issuer") held directly by Julian C. Baker.
- F10As 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 20,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer 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. The policy of the Funds and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer.
- F11The shares of common stock were received upon exercise of 20,000 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 the Adviser, does not have any right to the pecuniary interest in the stock options issued for his service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of 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 options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).
- F12As 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 20,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer 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. The policy of the Funds and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer.
- F13As 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 20,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer 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. The policy of the Funds and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer.
- F14These non-qualified stock options are not priced.
- F15The disclosure of the exercise of directors options for shares of common stock reported on this form is a single exercise of 20,000 shares. The 20,000 shares is reported for each of the Funds as each has an indirect pecuniary interest
- F16After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Includes beneficial ownership of 529 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares, 55,000 of which were received previously, from exercise of 75,000 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.
- F17After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F18Includes beneficial ownership of 529 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares, 55,000 of which were received previously, from exercise of 75,000 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.
- F19After giving effect to the transactions reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I 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, L.P.'s right to receive an allocation of a portion of the profits from 14159.
- F2Reflects shares of common stock of the Issuer held directly by Felix J. Baker.
- F20Baker 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 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.
- F21The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $60.46 to $60.98, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F22The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $60.82 to $60.98, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F23The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $60.99 to $61.98, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F24The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $60.99 to $61.99, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F25The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $62.22 to $63.00, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F3Julian 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.
- F4As 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 513,020 shares of common stock of the Issuer beneficially owned by 14159, L.P. ("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 529 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.
- F5The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $66.60 to $67.50, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F6After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, L.P. ("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 529 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.
- F7After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 14159 and 667, the "Funds"), 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 529 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.
- F8The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $65.32 to $66.30, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F9The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $65.29 to $65.295, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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.