Baker Bros. Advisors Amends Incyte Corp. Stake Filing

TL;DR

Baker Bros. Advisors updated their Incyte stake filing on 6/14/24. Watch for details.

AI Summary

Baker Bros. Advisors LP, along with its group members, filed an amendment to their Schedule 13D on June 14, 2024, regarding their beneficial ownership of Incyte Corp. The filing indicates a change in their holdings, though specific new percentages or dollar amounts are not detailed in this excerpt. The Baker entities, including Felix J. Baker and Julian C. Baker, are significant investors in the biotechnology company.

Why It Matters

This filing signals a potential shift in the ownership structure or investment strategy of a major shareholder in Incyte Corp., which could influence market perception and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to price 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
• 20240614 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securitie
• $60.00 — the Tender Offer at a purchase price of $60.00 per share. Based on these results and p
• $327,550,980 — ggregate total proceeds to the Funds of $327,550,980. Of these aggregate amounts, Life Scien
• $316,992,360 — on Stock to the Issuer, for proceeds of $316,992,360, and 667 sold 175,977 shares of Common
• $10,558,620 — on Stock to the Issuer, for proceeds of $10,558,620, in each case subject to the terms of t
• $59.94 — ive Plan") at an exercise price of $59.94 which vest on the earlier of June 12, 2

Filing Documents

• tm2417242d1_sc13da.htm (SC 13D/A) — 118KB
• 0001104659-24-071855.txt ( ) — 120KB

Purpose

Item 4. Purpose of the Transaction.

of Amendment No. 31 is supplemented and superseded, as the

Item 4 of Amendment No. 31 is supplemented and superseded, as the case may be, as follows: On June 13, 2024, Incyte Corporation (the "Issuer") announced the results of its modified "Dutch auction" tender offer (the "Tender Offer") to purchase shares of its Common Stock. The Issuer announced that, in accordance with the terms and conditions of the Tender Offer, it expects to purchase 27,866,666 million shares of its Common Stock through the Tender Offer at a purchase price of $60.00 per share. Based on these results and pursuant to the terms of the Stock Purchase Agreement dated May 12, 2024 between the Issuer, discussed in detail in an earlier amendment to this Schedule 13D, the Funds, FBB, FBB2, FBB3, Felix J. Baker, and Julian C. Baker ("the Stock Purchase Agreement"), the Funds sold, in aggregate, 5,459,183 shares of Common Stock to the Issuer at a purchase price of $60.00 per share, for aggregate total proceeds to the Funds of $327,550,980. Of these aggregate amounts, Life Sciences sold 5,283,206 shares of Common Stock to the Issuer, for proceeds of $316,992,360, and 667 sold 175,977 shares of Common Stock to the Issuer, for proceeds of $10,558,620, in each case subject to the terms of the Stock Purchase Agreement. The sale of Common Stock pursuant to the Stock Purchase Agreement is expected to close on or about June 26, 2024. The Funds hold securities of the Issuer for investment purposes. The Reporting Persons or their affiliates may purchase additional securities of the Issuer or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons' continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors of the Issuer (the "Board

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of this Amendment No. 31 is amended and restated as follows

Item 5 of this Amendment No. 31 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. 31 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 224,877,348 shares of Common Stock outstanding as of June 7, 2024, as obtained from the Issuer on June 12, 2024, less 27,866,666 shares of Common Stock purchased by the Issuer in the Tender Offer that was completed as of the date of this filing, less 5,459,183 shares of Common Stock sold by the Funds to the Issuer pursuant to the Stock Purchase Agreement ,plus 111,414 shares of Common Stock underlying 111,414 Stock Options, plus 2,505 shares of Common Stock received from vested RSUs. 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. 2,558,212 1.3 % Baker Brothers Life Sciences, L.P. 27,928,891 14.6 % Total 30,487,103 15.9 % 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. On June 12, 2024, the Issuer granted Julian C. Baker 12,517 Stock Options (as defined below) pursuant to th

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. 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. June 14, 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