Hoppenot Herve Form 4 INCYTE / Herve Hoppenot ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hoppenot Herve

(Last) (First) (Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
Chairman / CEO / President

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/02/2020		A		39,059(1)	A	$0.00	279,662	D
Common Stock								66,234	I	By GRAT
Common Stock	07/02/2020		F		11,602(2)	D	$106.47	268,060	D
Common Stock								66,234	I	By GRAT
Common Stock	07/06/2020		F		1,559(2)	D	$107.79	266,501	D
Commont Stock								66,234	I	By GRAT
Common Stock	07/07/2020		M		1,365	A	$73.21	267,866	D
Common Stock								66,234	I	By GRAT
Common Stock	07/07/2020		S		1,365	D	$110(3)	266,501	D
Common Stock								66,234	I	By GRAT
Common Stock	07/07/2020		M		88,406	A	$73.21	354,907	D
Common Stock								66,234	I	By GRAT
Common Stock	07/07/2020		S		88,406	D	$110(3)	266,501(4)	D
Common Stock								66,234(5)	I	By GRAT

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$106.47	07/02/2020		A		74,720		(6)	07/01/2030	Common Stock	74,720	$0.00	74,720	D
Incentive Stock Option (right to buy)	$73.21	07/07/2020		M			1,365	(7)	01/07/2022	Common Stock	1,365	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$73.21	07/07/2020		M			88,406	(7)	01/07/2022	Common Stock	88,406	$0.00	0	D

Explanation of Responses:

1. Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years, subject to Herve Hoppenot's continued service with the Issuer through the applicable vesting dates. The RSUs may be settled only for shares of common stock on a one-for-one basis.

2. Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of restricted stock units or performance shares previously reported in Table I as common stock.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person.

4. Including the July 2, 2020 Restricted Stock Unit Grant, this includes an aggregate of 118,371 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.

5. On June 15, 2018, the reporting person contributed 103,033 shares to a grantor retained annuity trust (GRAT). On June 17, 2019, 20,407 shares were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. In addition, on June 2, 2020 an additional 16,392 were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned.

6. Beginning July 2, 2020, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

7. Beginning January 8, 2015, options become exercisable in 25 installments, with the first 33.33% vesting after one year and the remainder vesting monthly over two years.

Remarks:

	/s/ Michael J. Purvis, Attorney-In-Fact	07/07/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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