Unassociated Document

0001144204-08-070691.txt : 20081223 0001144204-08-070691.hdr.sgml : 20081223 20081222211050 ACCESSION NUMBER: 0001144204-08-070691 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081223 DATE AS OF CHANGE: 20081222 GROUP MEMBERS: FELIX J. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCYTE CORP CENTRAL INDEX KEY: 0000879169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 943136539 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42713 FILM NUMBER: 081265387 BUSINESS ADDRESS: STREET 1: ROUTE 141 & HENRY CLAY ROAD STREET 2: BUILDING E336 CITY: WILMINGTON STATE: DE ZIP: 19880 BUSINESS PHONE: 3024986700 MAIL ADDRESS: STREET 1: ROUTE 141 & HENRY CLAY ROAD STREET 2: BUILDING E336 CITY: WILMINGTON STATE: DE ZIP: 19880 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE CORP DATE OF NAME CHANGE: 20030318 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE GENOMICS INC DATE OF NAME CHANGE: 20000710 FORMER COMPANY: FORMER CONFORMED NAME: INCYTE PHARMACEUTICALS INC DATE OF NAME CHANGE: 19930902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TISCH FAMILY INTERESTS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 v135505_sc13da.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

Incyte Corporation
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

	45337C102
	(CUSIP Number)

Leo Kirby 667 Madison Avenue, 17th Floor New York, NY 10065 (212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	December 17, 2008
	(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. ¨

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 (the “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).

Page 1 of 7 Pages

SCHEDULE 13D

CUSIP No. 45337C102

Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Julian C. Baker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 117,917
		8	SHARED VOTING POWER 16,457,692
		9	SOLE DISPOSITIVE POWER 117,917
		10	SHARED DISPOSITIVE POWER 16,457,692
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,457,692
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 2 of 7 Pages

SCHEDULE 13D

CUSIP No. 45337C102

Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Felix J. Baker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)			(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 16,339,775
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 16,339,775
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,339,775
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 3 of 7 Pages

This Amendment No. 7 to Schedule 13D is being filed by Julian C. Baker and Felix J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D previously filed by them, as heretofore amended. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

Item 5.

Interest in Securities of the Issuer.

Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon conversion of 3.5% Convertible Subordinated Notes due 2011 and 3.5% Convertible Senior Notes due 2011 at the presently applicable conversion price of $11.2185 and shares that may be acquired upon exercise of Stock Options, as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such number represents based upon 97,171,223 shares outstanding as reported on the company’s SEC Form 10Q filed on November 6, 2008.

Such percentage figures are calculated on the basis that the Convertible Senior and Subordinated Notes owned by the Reporting Persons and Stock Options are deemed converted into shares of Common Stock but other outstanding Senior and Subordinated Convertible Notes and Stock Options are not deemed converted or exercised.

Name	Number of Shares		Percent of Class Outstanding
Baker Bros. Investments I, L.P.		144,314		0.1	%
Baker Bros. Investments II, L.P.		174,248		0.1	%
667, L.P.		4,574,662		4.6	%
Baker Brothers Life Sciences, L.P.		10,963,831		10.8	%
14159, L.P.		267,770		0.3	%
Baker/ Tisch Investments, L.P.		181,540		0.1	%
FBB Associates		33,410		0.0	%
Julian Baker		117,917		0.1	%

Total		16,457,692		16.1	%

By virtue of their ownership of entities that have the power to control the investment decisions of the limited partnerships listed in the table above, Julian C. Baker and Felix J. Baker may each be deemed to be beneficial owners of shares owned by such entities and may be deemed to have shared power to vote or direct the vote of and shared power to dispose or direct the disposition of such securities.

The following transactions in Common Stock and Convertible Notes were effected by the entities noted below during the sixty days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in securities of the issuer during this period.

Page 4 of 7 Pages

Name	Date	Number of
		Shares		Transaction	Price / Share

Baker / Tisch Investments, L.P.	12/17/2008		62	Purchase		3.15000
Baker Bros. Investments II, L.P.	12/17/2008		13	Purchase		3.15000
667, L.P.	12/17/2008		2,903	Purchase		3.15000
Baker Brothers Life Sciences, L.P.	12/17/2008		9,259	Purchase		3.15000
14159, L.P.	12/17/2008		254	Purchase		3.15000
Baker / Tisch Investments, L.P.	12/17/2008		543	Purchase		3.3342
Baker Bros. Investments II, L.P.	12/17/2008		112	Purchase		3.3342
667, L.P.	12/17/2008		25,153	Purchase		3.3342
Baker Brothers Life Sciences, L.P.	12/17/2008		80,201	Purchase		3.3342
14159, L.P.	12/17/2008		2,191	Purchase		3.3342
Baker / Tisch Investments, L.P.	12/17/2008		896	Purchase		3.3318
Baker Bros. Investments II, L.P.	12/17/2008		184	Purchase		3.3318
667, L.P.	12/17/2008		41,510	Purchase		3.3318
Baker Brothers Life Sciences, L.P.	12/17/2008		132,354	Purchase		3.3318
14159, L.P.	12/17/2008		3,616	Purchase		3.3318
Baker / Tisch Investments, L.P.	12/18/2008		93	Purchase		3.5966
Baker Bros. Investments II, L.P.	12/18/2008		8	Purchase		3.5966
667, L.P.	12/18/2008		3,904	Purchase		3.5966
Baker Brothers Life Sciences, L.P.	12/18/2008		13,055	Purchase		3.5966
14159, L.P.	12/18/2008		355	Purchase		3.5966
Baker / Tisch Investments, L.P.	12/18/2008		1,535	Purchase		3.5633
Baker Bros. Investments II, L.P.	12/18/2008		125	Purchase		3.5633
667, L.P.	12/18/2008		64,559	Purchase		3.5633
Baker Brothers Life Sciences, L.P.	12/18/2008		215,917	Purchase		3.5633
14159, L.P.	12/18/2008		5,897	Purchase		3.5633
Baker / Tisch Investments, L.P.	12/19/2008		290	Purchase		3.6175
Baker Bros. Investments II, L.P.	12/19/2008		60	Purchase		3.6175
667, L.P.	12/19/2008		13,433	Purchase		3.6175
Baker Brothers Life Sciences, L.P.	12/19/2008		42,834	Purchase		3.6175
14159, L.P.	12/19/2008		1,170	Purchase		3.6175
Baker / Tisch Investments, L.P.	12/19/2008		1,637	Purchase		3.5954
Baker Bros. Investments II, L.P.	12/19/2008		337	Purchase		3.5954
667, L.P.	12/19/2008		75,808	Purchase		3.5954
Baker Brothers Life Sciences, L.P.	12/19/2008		241,712	Purchase		3.5954
14159, L.P.	12/19/2008		6,602	Purchase		3.5954
667, L.P.	12/22/2008		12	Purchase		3.2500
Baker Brothers Life Sciences, L.P.	12/22/2008		85	Purchase		3.2500
14159, L.P.	12/22/2008		3	Purchase		3.2500

Page 5 of 7 Pages

Name	Date	Principal
		Amount of		Transaction	Price
		Conv. Notes

Baker / Tisch Investments, L.P.	12/18/2008		18,000	Purchase Senior Conv.	$	52.84
Baker Bros. Investments II, L.P.	12/18/2008		1,000	Purchase Senior Conv.		52.84
667, L.P.	12/18/2008		729,000	Purchase Senior Conv.		52.84
Baker Brothers Life Sciences, L.P.	12/18/2008		2,436,000	Purchase Senior Conv.		52.84
14159, L.P.	12/18/2008		66,000	Purchase Senior Conv.		52.84
Baker / Tisch Investments, L.P.	12/19/2008		52,000	Purchase Senior Conv.		52.7583
Baker Bros. Investments II, L.P.	12/19/2008		11,000	Purchase Senior Conv.		52.7583
667, L.P.	12/19/2008		2,383,000	Purchase Senior Conv.		52.7583
Baker Brothers Life Sciences, L.P.	12/19/2008		7,598,000	Purchase Senior Conv.		52.7583
14159, L.P.	12/19/2008		206,000	Purchase Senior Conv.		52.7583
Baker / Tisch Investments, L.P.	12/19/2008		31,000	Purchase Sub. Conv.		51.0342
Baker Bros. Investments II, L.P.	12/19/2008		6,000	Purchase Sub. Conv.		51.0342
667, L.P.	12/19/2008		1,422,000	Purchase Sub. Conv.		51.0342
Baker Brothers Life Sciences, L.P.	12/19/2008		4,534,000	Purchase Sub. Conv.		51.0342
14159, L.P.	12/19/2008		124,000	Purchase Sub. Conv.		51.0342

Page 6 of 7 Pages

Exhibit 4.

Agreement regarding the joint filing of this statement.

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.

December 22, 2008

	By:	/s/ Julian C. Baker
		Julian C. Baker

	By:	/s/ Felix J. Baker
		Felix J. Baker

Page 7 of 7 Pages

EX-4 2 v135505_ex4.htm Unassociated Document

EXHIBIT 4

AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement on Schedule 13D relating to the Common Stock, $0.001 par value, of Incyte Corporation is being filed with the Securities and Exchange Commission on behalf of each of them.

December 22, 2008

	By:	/s/ Julian C. Baker
		Julian C. Baker

	By:	/s/ Felix J. Baker
		Felix J. Baker