(Amendment No. 20)*
Alexandra A. Toohey
Baker Bros. Advisors LP
*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 (“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).
CUSIP No.
45337C102
|
|
Page
2
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors LP
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS*
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 34,295,011(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,295,011 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,295,011
(1)
|
|
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)
16.7%
(1)(2)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IA, PN
|
|
(1) Includes 165,000 shares of common stock
of Incyte Corporation (the “Issuer”) (“Common Stock”) underlying 165,000 options.
(2) Based on 204,585,951 shares of the Common
Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017 and 165,000 shares
of Common Stock underlying 165,000 options.
CUSIP No.
45337C102
|
|
Page
3
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
Baker Bros. Advisors (GP) LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS*
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER 34,295,011 (1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,295,011 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,295,011
(1)
|
|
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)
16.7%
(1)(2)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
HC, OO
|
|
(1) Includes 165,000 shares of Common Stock
underlying 165,000 options.
(2) Based on 204,585,951 shares of the Common
Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017 and 165,000 shares
of Common Stock underlying 165,000 options.
CUSIP No.
45337C102
|
|
Page
4
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
Julian C. Baker
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS*
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 34,402,163
(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,402,163 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,402,163
(1)
|
|
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)
16.8%
(1)(2)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1) Includes 165,000 shares of Common Stock
underlying 165,000 options.
(2) Based on 204,585,951 shares of the Common
Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017 and 165,000 shares
of Common Stock underlying 165,000 options.
CUSIP No.
45337C102
|
|
Page
5
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
Felix J. Baker
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 34,404,580
(1)
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 34,404,580 (1)
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
34,404,580 (1)
|
|
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)
16.8%
(1)(2)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
IN, HC
|
|
(1) Includes 165,000 shares of Common Stock
underlying 165,000 options.
(2) Based on 204,585,951 shares of the Common
Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017 and 165,000 shares
of Common Stock underlying 165,000 options.
CUSIP No.
45337C102
|
|
Page
6
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
FBB2, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 15,110
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 15,110
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
15,110
|
|
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)
0.01%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
(1) Based on 204,585,951 shares of the Common Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017.
CUSIP No.
45337C102
|
|
Page
7
of
12
Pages
|
1.
|
NAMES OF REPORTING PERSONS
FBB Associates
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
¨
(b)
¨
|
3.
|
SEC USE ONLY
|
|
4.
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER: 33,410
|
8.
|
SHARED VOTING POWER: 0
|
9.
|
SOLE DISPOSITIVE POWER: 33,410
|
10.
|
SHARED DISPOSITIVE POWER: 0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
33,410
|
|
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)
0.02%
(1)
|
|
14.
|
TYPE OF REPORTING PERSON (See Instructions)
PN, OO
|
|
(1) Based on 204,585,951 shares of the Common
Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April 17, 2017.
Amendment No. 20 to Schedule 13D
This Amendment No. 20 to Schedule 13D
amends and supplements
the statements on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”),
Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, FBB2, LLC (“FBB2”) and
FBB Associates (“FBB”) (collectively the “Reporting Persons”). Except as supplemented herein, such statements,
as hereto amended and supplemented, remain in full force and effect. Information given in response to each item shall be deemed
incorporated by reference in all other items, as applicable. Each capitalized term used but not defined herein has the meaning
ascribed to such term in the Schedule 13D, as amended.
The Adviser GP is the sole general partner of the Adviser. Pursuant
to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159,
L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, the “Funds”),
and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion
and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete
and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
The same Reporting
Persons had previously filed with Julian C. Baker as the lead Reporting Person; commencing with this filing, Baker Bros. Advisors
LP will be listed as the lead Reporting Person to improve clarity. The change in lead Reporting Person does not reflect any change
in beneficial ownership amongst the Reporting Persons.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure in Item 4 below is incorporated herein by reference.
Item
4. Purpose of the Transaction.
Item 4 of Schedule 13D is supplemented and superseded, as the case
may be, as follows:
On April 27, 2017, the Adviser acquired beneficial ownership of 20,000
shares of common stock of Incyte Corporation (the “Issuer”), as a result of the exercise of 20,000 options to purchase
the Issuer’s common stock at $7.26 per share (the “Exercised Stock Options”) held directly by Julian C. Baker.
Julian C. Baker currently serves on the Issuer’s Board of Directors (the “Board”) as a representative of the
Funds. The policy of the Funds and the Adviser does not permit employees of the Adviser to receive compensation for serving as
directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in the Exercised Stock Options. Julian C.
Baker, as an agent in his capacity as a director of the Issuer, entered into a proceeds agreement (the “Proceeds Agreement”)
with the Adviser on April 26, 2017. Pursuant to the Proceeds Agreement, Julian C. Baker agreed that, with respect to the Exercised
Stock Options and the common stock received as a result of the exercise of the Exercised Stock Options (the “Common Stock”)
on April 26, 2017, the Adviser will have dispositive power as well as the ability to control the timing of exercise of the Exercised
Stock Options and that any proceeds from the sale of the Common Stock will be remitted to the Adviser net of brokerage commissions.
Other than through their control of the Adviser, Felix J. Baker and Julian C. Baker have neither voting nor dispositive power and
have no direct pecuniary interest in the Exercised Stock Options or the Common Stock. Pursuant to the Proceeds Agreement, the Adviser
funded Julian C. Baker’s exercise of the Exercised Stock Options through loans from the Funds (the “Loan Agreements”).
The total amount expended on acquiring the Common Stock was $145,200.
In order to effect the exercise of the Exercised Stock Options,
on April 26, 2017, the Adviser entered into the Loan Agreements with the Funds pursuant to which 667, Life Sciences and 14159 loaned
$18,252, $124,000 and $2,948, respectively, totaling $145,200 to the Adviser for the purpose of acquiring the Common Stock. The
loan is due April 26, 2047, or earlier if the Common Stock are sold (“Due Date”), with interest payable through the
Due Date at a rate of 2.82% annually.
On March 31, 2017, Julian C. Baker received 142 shares of Common
Stock in lieu of quarterly cash director’s compensation. Julian C. Baker is a Director of the Issuer. In connection with
his service on the Issuer’s Board, Julian C. Baker holds options to purchase Common Stock of the Issuer (“Stock Options”),
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 does not permit employees or principals
of the Adviser to receive compensation for serving as a director of the Issuer. Therefore, Julian C. Baker has no pecuniary interest
in the Stock Options, Common Stock or Common Stock received from the exercise of Stock Options received as directors’ compensation.
The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Common Stock received from the
exercise of Stock Options received as directors’ compensation.
The Adviser has voting and investment power over the Stock Options,
Common Stock and Common Stock underlying such Stock Options and Common Stock received from the exercise of Stock Options by Julian
C. Baker received as directors’ compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as principals of the
Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of
the Stock Options, Common Stock, Common Stock received from the exercise of Stock Options and Common Stock underlying such Stock
Options held by Julian C. Baker received as directors compensation.
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 and management of the Issuer, the availability and nature of opportunities
to dispose of shares of the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss
items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may make suggestions to the management
of the Issuer regarding financing, and may acquire additional securities of the Issuer, including shares of Common Stock (by means
of open market purchases, privately negotiated purchases, exercise of some or all of the Stock Options (as defined above), or otherwise)
or may dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.
Except as otherwise disclosed herein, at the present time, the Reporting
Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including,
without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)
and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 20 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 upon 204,585,951 shares of
the Issuer’s Common Stock outstanding as of April 7, 2017, as reported in the Issuer’s Schedule 14A filed on April
17, 2017
and 165,000 shares of Common Stock underlying 165,000 options.
Such
percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
|
|
Shares of Common
|
|
|
Percent of Class
|
|
Holder
|
|
Stock
|
|
|
Outstanding
|
|
667, L.P.
|
|
|
4,277,539
|
|
|
|
2.1
|
%
|
Baker Brothers Life Sciences, L.P.
|
|
|
29,065,235
|
|
|
|
14.2
|
%
|
14159, L.P.
|
|
|
690,677
|
|
|
|
0.3
|
%
|
Total
|
|
|
34,033,451
|
|
|
|
16.6
|
%
|
The Adviser GP, Felix J. Baker and Julian C. Baker as principals
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds,
and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.
Each of the Adviser, the Adviser GP, Felix J. Baker and Julian C.
Baker disclaims beneficial ownership of the securities held by each of the Funds, and this Amendment No. 20 shall not be deemed
an admission that any of the Adviser, the Adviser GP, Felix J. Baker or Julian C. Baker is the beneficial owners of such securities
for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting Persons actually exercises
voting or dispositive power with respect to such securities.
Julian C. Baker and Felix J. Baker are also the sole partners of
FBB and the sole managers of FBB2, and as such may be deemed to be beneficial owners of securities owned by FBB and FBB2 and may
be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those securities.
(c) Except as disclosed herein or in any previous
amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities
of the Issuer during the past 60 days.
(d)
Certain securities of the Issuer
are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership
the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members
of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences,
a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the
sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling
members of Baker Brothers Life Sciences Capital (GP), LLC.
Certain securities of the Issuer are held directly by 14159, a limited
partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is
14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer.
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 Loan Agreement and the Proceeds Agreement are filed as Exhibits
99.1 and 99.2, respectively, and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit
|
|
Description
|
|
|
|
99.1
|
|
Loan Agreement, dated April 26, 2017, by and among the Adviser and the Funds.
|
99.2
|
|
Proceeds Agreement, dated April 26, 2017, by and between the Adviser and Julian C. Baker.
|
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.
April 28, 2017
|
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
|