Baker Bros. Advisors amends Incyte Corp. 13D filing

TL;DR

Baker Bros. Advisors updated their Incyte stake filing. Watch for potential moves.

AI Summary

Baker Bros. Advisors LP, along with associated entities and individuals, has filed an amendment to their Schedule 13D, indicating a change in their beneficial ownership of Incyte Corp. The filing, dated May 13, 2024, details their holdings and intentions regarding the company's securities.

Why It Matters

This filing signals a potential shift in significant shareholder activity or strategy concerning Incyte Corp., which could influence market perception and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings by significant investors like Baker Bros. Advisors can precede market-moving events.

Key Players & Entities

• Baker Bros. Advisors LP (company) — Filing entity
• Incyte Corp (company) — Subject company
• BAKER BROS. ADVISORS (GP) LLC (company) — Group member
• FBB ASSOCIATES (company) — Group member
• FBB2, LLC (company) — Group member
• FBB3 LLC (company) — Group member
• 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
• $1.672 billion — tch auction self-tender offer for up to $1.672 billion in consideration (the “Total Cons
• $52.00 — n Stock”), at prices ranging from $52.00 to $60.00 per share (the “Price R
• $60.00 — quo;), at prices ranging from $52.00 to $60.00 per share (the “Price Range&rdquo

Filing Documents

• tm2414337d1_sc13da.htm (SC 13D/A) — 121KB
• 0001104659-24-060709.txt ( ) — 123KB

Purpose

Item 4. Purpose of the Transaction.

of Amendment No. 30 is supplemented and superseded, as the case

Item 4 of Amendment No. 30 is supplemented and superseded, as the case may be, as follows: Tender Offer On May 13, 2024, Incyte Corporation (the “Issuer”) announced its intention to conduct a public modified Dutch auction self-tender offer for up to $1.672 billion in consideration (the “Total Consideration”) of shares of its common stock (“Common Stock”), at prices ranging from $52.00 to $60.00 per share (the “Price Range”), subject to the other terms and conditions as determined by the Issuer’s Board of Directors (the “Board”) (such offer, the “Tender Offer”). Stock Purchase Agreement On May 12, 2024, the Funds, together with FBB, FBB2, FBB3, Felix J. Baker, and Julian C. Baker (collectively, with the Funds, the “Seller Affiliates”) entered into a Stock Purchase Agreement with the Issuer (the “Stock Purchase Agreement”) pursuant to which, subject to the completion of the Tender Offer and other terms and conditions stated in the Stock Purchase Agreement, the Funds agreed to sell to the Issuer and the Issuer agreed to purchase from the Funds an aggregate number of shares of Common Stock of the Issuer equal to the total number of shares of Common Stock held by the Seller Affiliates as of May 9, 2024, multiplied by the quotient of the total number of shares acquired by the Issuer in the Tender Offer and 188,020,620 (representing the outstanding shares of Common Stock owned by all stockholders of the Issuer other than the Seller Affiliates as of May 9, 2024). The per share purchase price for such shares shall be the price per share paid by the Issuer for the shares of Common Stock tendered by the holders of Common Stock in the Tender Offer. Pursuant to the Stock Purchase Agreement, each Seller Affiliate agreed that such Seller Affiliate and its respective affiliates will: (1) not, directly or indirectly, purchase any shares of the Issuer’s Common Stock unti

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of this Amendment No. 30 is amended and restated as follows

Item 5 of this Amendment No. 30 is amended and restated as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 30 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 224,854,553 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 on May 13, 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. Julian C. Baker serves on the Board as a representative of the Funds. The policy of the Funds and the Adviser doe

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 Stock Purchase Agreement is incorporated by reference as Exhibit 99.1 and is incorporated by reference herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Description 99.1 Stock Purchase Agreement, dated May 12, 2024, by and among Incyte Corporation, Baker Brothers Life Sciences, L.P., 667, L.P., Felix J. Baker, Julian C. Baker, FBB2, LLC, FBB 3 LLC, and FBB Associates (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 13, 2024). 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 13, 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