SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Tray Thomas

(Last)

(First)

(Middle)

1801 AUGUSTINE CUT-OFF

(Street)

WILMINGTON

19803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2022

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,238	D
Common Stock	1,399	I	By Spouse
Common Stock	554⁽¹⁾	D
Common Stock	1,886⁽²⁾	D
Common Stock	2,870⁽³⁾	D
Common Stock	2,322⁽⁴⁾	D
Common Stock	3,649⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	⁽⁶⁾	01/06/2026	Common Stock	1,044	$95.76	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/06/2026	Common Stock	1,730	$95.76	D
Incentive Stock Option (right to buy)	⁽⁶⁾	01/06/2023	Common Stock	1,005	$95.76	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/06/2023	Common Stock	2,436	$95.76	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	07/14/2026	Common Stock	2,639	$83.83	D
Incentive Stock Option (right to buy)	⁽⁶⁾	01/16/2027	Common Stock	879	$113.64	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/16/2027	Common Stock	2,642	$113.64	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/16/2027	Common Stock	2,639	$113.64	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	07/04/2027	Common Stock	1,677	$128.34	D
Incentive Stock Option (right to buy)	⁽⁶⁾	01/22/2028	Common Stock	1	$94.63	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/22/2028	Common Stock	1,676	$94.63	D
Incentive Stock Option (right to buy)	⁽⁶⁾	01/23/2028	Common Stock	1,048	$95.34	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/23/2028	Common Stock	5,443	$95.34	D
Incentive Stock Option (right to buy)	⁽⁷⁾	07/01/2028	Common Stock	1	$68.62	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	07/01/2028	Common Stock	5,172	$68.62	D
Incentive Stock Option (right to buy)	⁽⁹⁾	01/03/2029	Common Stock	1,383	$72.27	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	01/03/2029	Common Stock	3,349	$72.27	D
Non-Qualified Stock Option (right to buy)	⁽¹⁰⁾	01/03/2029	Common Stock	5,173	$72.27	D
Non-Qualified Stock Option (right to buy)	⁽¹¹⁾	07/01/2029	Common Stock	2,289	$85.01	D
Non-Qualified Stock Option (right to buy)	⁽¹²⁾	01/16/2030	Common Stock	2,290	$80.5	D
Incentive Stock Option (right to buy)	⁽¹³⁾	07/01/2030	Common Stock	324	$106.47	D
Non-Qualified Stock Option (right to buy)	⁽¹⁴⁾	07/01/2030	Common Stock	1,896	$106.47	D
Incentive Stock Option (right to buy)	⁽¹⁵⁾	01/14/2031	Common Stock	324	$90.56	D
Non-Qualified Stock Option (right to buy)	⁽¹⁶⁾	01/14/2031	Common Stock	1,896	$90.56	D
Incentive Stock Option (right to buy)	⁽¹⁷⁾	07/01/2031	Common Stock	815	$83.58	D
Non-Qualified Stock Option (right to buy)	⁽¹⁸⁾	07/01/2031	Common Stock	1,808	$83.58	D
Incentive Stock Option (right to buy)	⁽¹⁹⁾	01/18/2032	Common Stock	383	$74.78	D
Non-Qualified Stock Option (right to buy)	⁽²⁰⁾	01/18/2032	Common Stock	2,240	$74.78	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on July 2, 2018 that will vest fully on July 2, 2022.

2. Represents restricted stock units ("RSUs") granted on July 2, 2019 that will vest 943 on July 2, 2022 and the remaining on July 2, 2023.

3. Represents restricted stock units ("RSUs") granted on January 17, 2020 that will vest fully on January 17, 2024.

4. Represents restricted stock units ("RSUs") granted on July 2, 2020 that will vest 774 on July 2, 2022, July 2, 2023 and July 2, 2024.

5. Represents restricted stock units ("RSUs") granted on July 2, 2021 that will vest 912 on July 2, 2022, July 2, 2023, July 2, 2024 and the remaining will vest on July 2, 2025.

6. As of March 11,2022, the award is fully vested and exercisable.

7. Option granted on July 2, 2018 and becomes exercisable on July 2,2022.

8. Options granted on July 2, 2018 and will vest monthly through July 2,2022.

9. Options granted on January 4, 2019 and become exercisable in full on January 4, 2023.

10. Options granted on January 4, 2019 and vest monthly through July 2,2022.

11. Options granted on July 2, 2019 and vest monthly through July 2,2023.

12. Options granted on January 17, 2020 and vest monthly through July 2,2023.

13. Options granted on July 2, 2020 and will vest monthly starting January 2, 2024 through July 2, 2024.

14. Options granted on July 2, 2020 and will vest monthly through December 2, 2023.

15. Options granted on January 15, 2021 and will vest monthly starting January 2, 2024 through July 2, 2024

16. Options granted on January 15, 2021 and will vest monthly through December 2, 2023.

17. Options granted on July 2, 2021 and will vest monthly starting January 2, 2024 through July 2, 2025.

18. Options granted on July 2, 2021 with 655 vesting on July 2, 2022 and the remainder vesting monthly through December 2, 2024.

19. Options granted on January 19, 2022 and will vest monthly starting January 2, 2025 through July 2, 2025.

20. Options granted on January 19, 2022 with 655 vesting on July 2, 2022 and the remainder vesting monthly through December 2, 2024.

Remarks:

	/s/ Elizabeth Feeney	03/23/2022
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.