Statement of Changes in Beneficial Ownership (4)

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 ^* Stein Steven H	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) EVP & Chief Medical Officer
(Last) (First) (Middle) 1801 AUGUSTINE CUT-OFF	3. Date of Earliest Transaction (MM/DD/YYYY) 7/2/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	7/2/2020		A		6661 ⁽¹⁾	A	$0.00	105015	D
Common Stock	7/2/2020		F		1474 ⁽²⁾	D	$106.47	103541	D
Common Stock	7/6/2020		F		269 ⁽²⁾	D	$107.79	103272	D
Common Stock	7/6/2020		S		2522	D	$106.40 ⁽³⁾⁽⁴⁾⁽⁵⁾	100750	D
Common Stock	7/6/2020		M		596	A	$83.83	101346	D
Common Stock	7/6/2020		S		596	D	$107.31 ⁽³⁾⁽⁴⁾⁽⁶⁾	100750	D
Common Stock	7/6/2020		M		12132	A	$83.83	112882	D
Common Stock	7/6/2020		S		12132	D	$107.31 ⁽³⁾⁽⁴⁾⁽⁶⁾	100750	D
Common Stock	7/6/2020		M		10437	A	$72.27	111187	D
Common Stock	7/6/2020		S		10437	D	$107.31 ⁽³⁾⁽⁴⁾⁽⁷⁾	100750	D
Common Stock	7/6/2020		M		10437	A	$68.62	111187	D
Common Stock	7/6/2020		S		10437	D	$107.31 ⁽³⁾⁽⁴⁾⁽⁷⁾	100750 ⁽⁸⁾	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$106.47	7/2/2020		A		12743		⁽⁹⁾	7/1/2030	Common Stock	12743	$0.00	12743	D
Incentive Stock Option (right to buy)	$83.83	7/6/2020		M			596	⁽¹⁰⁾	7/14/2026	Common Stock	596	$0.00	0	D
Non-Qualified Stock Option (right to buy)	$83.83	7/6/2020		M			12132	⁽¹⁰⁾	7/14/2026	Common Stock	12132	$0.00	1194	D
Non-Qualified Stock Option (right to buy)	$72.27	7/6/2020		M			10437	⁽¹¹⁾	1/3/2029	Common Stock	10437	$0.00	12335	D
Non-Qualified Stock Option (right to buy)	$68.62	7/6/2020		M			10437	⁽¹²⁾	7/1/2028	Common Stock	10437	$0.00	12334	D

Explanation of Responses:
(1)	Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years, subject to Steven Stein'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 earned 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)	Reporting person undertakes to provide upon request by Securites and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within range indicated.
(5)	Represents weighted average sale price. Actual sale prices ranged from $105.52 - $107.29.
(6)	Represents weighted average sale price. Actual sale prices ranged from $105.64 - $108.24.
(7)	Represents weighted average sale price. Actual sale prices ranged from $105.65 - $108.48
(8)	Including the July 2, 2020 Restricted Stock Unit Grant, this includes an aggregate of 96,857 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested.
(9)	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.
(10)	Beginning July 15, 2016, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.
(11)	Beginning January 4, 2019, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2019 and the remainder vesting monthly over three years.
(12)	Beginning July 2, 2018, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stein Steven H 1801 AUGUSTINE CUT-OFF WILMINGTON, DE 19803			EVP & Chief Medical Officer