SEC Form SC 13D/A filed by Incyte Corp. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 30)*

Incyte Corporation

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

45337C102

(CUSIP number)

Alexandra A. Toohey

Chief Financial Officer

Baker Bros. Advisors LP

860 Washington Street, 3^rd Floor

New York, NY 10014

(212) 339-5690

(Name, address and telephone number of person authorized to receive notices and communications)

May 12, 2024

(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 ¨.

(Continued on the following pages)

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 ("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).

(1) Includes 111,414 shares of common stock (“Common Stock”) of Incyte Corporation (the “Issuer”) underlying 111,414 non-qualified options exercisable for Common Stock (“Stock Options”) and 2,505 shares of common stock underlying 2,505 restricted stock units (each, an “RSU”) which vest into Common Stock within 60 days of the date of this filing.

(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9, 2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on May 13, 2024, and 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.

(1) Includes 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of common stock underlying 2,505 RSUs which vest into Common Stock within 60 days of the date of this filing.

(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9, 2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024, and 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.

(1) Includes 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of common stock underlying 2,505 RSUs which vest into Common Stock within 60 days of the date of this filing.

(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9, 2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024, and 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.