INCY Incyte Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Trower Paul	2. Issuer Name and Ticker or Trading Symbol INCYTE CORP [ INCY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Principal Accounting Officer
(Last)          (First)          (Middle) 1801 AUGUSTINE CUT-OFF	3. Date of Earliest Transaction (MM/DD/YYYY) 1/17/2020
(Street) WILMINGTON, DE 19803 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	1/17/2020		A		4018 (1)	A	$0.00	21324 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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)	$80.50	1/17/2020		A		2290		(3)	1/16/2030	Common Stock	2290	$0.00	2290	D

Explanation of Responses:
(1)	Represents award of restricted stock units ("RSUs") that will vest 100% on the fourth anniversary of the grant date of January 17, 2020, subject to Paul Trower's continued service with the Issuer through the applicable vesting date. The RSUs may be settled only for shares of common stock on a one-for-one basis.
(2)	Including the January 17, 2020 Restricted Stock Unit Grant, this includes an aggregate of 11,011 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
(3)	Beginning January 17, 2020, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2020 and the remainder vesting monthly over three years.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Trower Paul 1801 AUGUSTINE CUT-OFF WILMINGTON, DE 19803			Principal Accounting Officer

Signatures
/s/ Paul Trower		1/22/2020
**Signature of Reporting Person		Date