Baker Bros. Advisors Updates Incyte Corp. Stake

TL;DR

Baker Bros. just updated their Incyte stake filing. Keep an eye on $INCY.

AI Summary

Baker Bros. Advisors LP, along with its affiliates, has filed an amendment to their Schedule 13D, indicating a change in their beneficial ownership of Incyte Corp. as of May 9, 2024. The filing details the group members involved in this reporting entity, including Felix J. Baker and Julian C. Baker.

Why It Matters

This filing signals a potential shift in significant shareholding for Incyte Corp., which could influence market perception and stock price movements.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership by significant holders can lead to increased stock volatility.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Incyte Corp. (company) — Subject company
• Felix J. Baker (person) — Group member
• Julian C. Baker (person) — Group member

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securitie
• $49.01 — 000 options to purchase Common Stock at $49.01 per share (the “Exercised Stock O
• $735,150 — ended on acquiring the Common Stock was $735,150. The foregoing description of the Proc
• $55,918 — t with 667 pursuant to which 667 loaned $55,918 to the Adviser for the purpose of acqui
• $679,232 — f 4.55% annually. The Adviser drew down $679,232 for the purpose of acquiring Common Sto

Filing Documents

• tm2414003d1_sc13da.htm (SC 13D/A) — 123KB
• tm2414003d1_ex99-1.htm (EX-99.1) — 7KB
• tm2414003d1_ex99-2.htm (EX-99.2) — 15KB
• tm2414003d1_ex99-3.htm (EX-99.3) — 28KB
• 0001104659-24-059496.txt ( ) — 175KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

of Schedule 13D is supplemented and amended, as the case may

Item 3 of Schedule 13D is supplemented and amended, as the case may be, as follows: The disclosure in Item 4 below is incorporated herein by reference.

Purpose

Item 4. Purpose of the Transaction.

of Schedule 13D is supplemented and superseded, as the case

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows: On May 7, 2024 the Adviser acquired beneficial ownership of 15,000 shares of common stock (“Common Stock”) of Incyte Corporation (the “Issuer”), as a result of the exercise of 15,000 options to purchase Common Stock at $49.01 per share (the “Exercised Stock Options”) held directly by Julian C. Baker. Julian C. Baker currently serves on the Issuer’s board of directors (the “Board”) as a representative of the Funds. The policy of the Funds and the Adviser does not permit managing members of the Adviser GP or full-time employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Exercised Stock Options. Julian C. Baker, as an agent in his capacity as a director of the Issuer, entered into a proceeds agreement (the “Proceeds Agreement”) with the Adviser on May 7, 2024. Pursuant to the Proceeds Agreement, Julian C. Baker agreed that, with respect to the Exercised Stock Options and the Common Stock received as a result of the exercise of the Exercised Stock Options on May 7, 2024, the Adviser will have dispositive power as well as the ability to control the timing of exercise of the Exercised Stock Options and that any proceeds from the sale of the Common Stock will be remitted to the Adviser net of brokerage commissions. Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power over and have no direct pecuniary interest in, the Exercised Stock Options or the Common Stock. Pursuant to the Proceeds Agreement, the Adviser funded Julian C. Baker’s exercise of the Exercised Stock Options through loans from the 667 and Life Sciences. The total amount expended on acquiring the Common Stock was $735,150. The foregoing description of the Proceeds Agreement does

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 29 are incorporated herein by reference. Set forth below is the aggregate number of shares of Common Stock directly held by each of the Funds and the percentage of the Issuer’s outstanding shares of Common Stock such holdings represent. The information set forth below is based on 224,540,751 shares of Common Stock outstanding as of April 23, 2024, as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2024. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Holder Shares of Common Stock Percent of Class Outstanding 667, L.P. 2,734,189 1.2 % Baker Brothers Life Sciences, L.P. 33,212,097 14.8 % Total 35,946,286 16.0 % The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds. Julian C. Baker and Felix J. Baker are also the sole managers of FBB2 and FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB2 and FBB3. Julian C. Baker and Felix J. Baker are also the sole partners of FBB and as such may be deemed to be beneficial owners of securities owned by FBB and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those securities. In connection with his service on the Issuer’s Board, Julian C. Baker holds options to purchase Common Stock of the Issuer (“Stock Options”), RSUs, Common Stock and Common Stock received from the exercise of Stock Options as disclosed in previous amendments to this Schedule 13D. On March 28, 2024, Julian C. Baker received 543 shares of Common Stock in lieu of quarterly cash director’s compensation. Julian C. Baker serves on the Board as a represen

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

of this Schedule 13D is hereby supplemented and amended, as

Item 6 of this Schedule 13D is hereby supplemented and amended, as the case may be, as follows: The disclosure in Item 4 is incorporated by reference herein. The Loan Agreement, the Proceeds Agreement and the Revolver are filed as Exhibits 99.1,99.2 and 99.3, respectively, and are incorporated by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Loan Agreement, dated May 7, 2024, by and among the Adviser and 667. 99. 2 Proceeds Agreement, dated May 7, 2024, by and among the Adviser and Julian C. Baker. 99.3 Revolving Note, dated February 29, 2024, by and among the Adviser and Life Sciences. 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. May 9, 2024 BAKER BROS. ADVISORS LP By: Baker Bros. Advisors (GP) LLC, its general partner By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President BAKER BROS. ADVISORS (GP) LLC By: /s/ Scott L. Lessing Name: Scott L. Lessing Title: President /s/ Julian C. Baker Julian C. Baker /s/ Felix J. Baker Felix J. Baker FBB Associates By: /s/ Julian C. Baker Name: Julian C. Baker Title: Partner FBB2, LLC By: /s/ Julian C. Baker Name: Julian C. Baker Title: Manager FBB3 LLC By: /s/ Julian C. Baker Name: Julian C. Baker Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR