UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 30)*
Incyte Corporation
(Name of Issuer)
Common Stock,
Par Value $0.001 Per Share
(Title of Class of Securities)
45337C102
(CUSIP number)
Alexandra A. Toohey
Chief Financial Officer
Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(Name, address and telephone number of person
authorized to receive notices and communications)
May 12, 2024
(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 ¨.
(Continued on the following pages)
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 ("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 13 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: 36,308,584 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,308,584 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,308,584 (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)
16.1% (1)(2) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
IA, PN |
(1) Includes 111,414 shares
of common stock (“Common Stock”) of Incyte Corporation (the “Issuer”) underlying 111,414 non-qualified options
exercisable for Common Stock (“Stock Options”) and 2,505 shares of common stock underlying 2,505 restricted stock units (each,
an “RSU”) which vest into Common Stock within 60 days of the date of this filing.
(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9,
2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission ("SEC") on May
13, 2024, and 111,414 shares of Common Stock underlying 111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.
CUSIP
No. 45337C102 |
|
Page
3 of 13 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: 36,308,584 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,308,584 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,308,584 (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)
16.1% (1)(2)
|
14. |
TYPE
OF REPORTING PERSON (See Instructions)
HC, OO |
(1) Includes 111,414 shares
of Common Stock underlying 111,414 Stock Options and 2,505 shares of common stock underlying 2,505 RSUs which vest into Common Stock
within 60 days of the date of this filing.
(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9,
2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024, and 111,414 shares of Common Stock underlying
111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.
CUSIP
No. 45337C102 |
|
Page
4 of 13 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: 36,666,662 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,666,662 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,666,662 (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)
16.3% (1)(2) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC |
(1) Includes 111,414 shares
of Common Stock underlying 111,414 Stock Options and 2,505 shares of common stock underlying 2,505 RSUs which vest into Common Stock
within 60 days of the date of this filing.
(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9,
2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024, and 111,414 shares of Common Stock underlying
111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.
CUSIP
No. 45337C102 |
|
Page
5 of 13 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: 36,669,079 (1) |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 36,669,079 (1) |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,669,079 (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)
16.3% (1)(2) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
IN, HC |
(1) Includes 111,414 shares
of Common Stock underlying 111,414 Stock Options and 2,505 shares of common stock underlying 2,505 RSUs which vest into Common Stock
within 60 days of the date of this filing.
(2) Based on 224,854,553 shares of Common Stock outstanding as of May 9,
2024, as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024, and 111,414 shares of Common Stock underlying
111,414 Stock Options and 2,505 shares of Common Stock underlying 2,505 RSUs.
CUSIP
No. 45337C102 |
|
Page
6 of 13 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: 14,755 |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 14,755 |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 14,755 |
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 224,854,553 shares of Common Stock outstanding as of May 9, 2024,
as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024. |
CUSIP
No. 45337C102 |
|
Page
7 of 13 Pages |
1. |
NAMES
OF REPORTING PERSONS
FBB3 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: 31,140 |
8. |
SHARED
VOTING POWER: 0 |
9. |
SOLE
DISPOSITIVE POWER: 31,140 |
10. |
SHARED
DISPOSITIVE POWER: 0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 31,140 |
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 224,854,553 shares of Common Stock outstanding as of May 9, 2024,
as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024. |
CUSIP
No. 45337C102 |
|
Page
8 of 13 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)
0.01% (1) |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
PN, OO |
(1) Based on 224,854,553 shares of Common Stock outstanding as of May 9, 2024,
as reported in Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on May 13, 2024.
Amendment No. 30 to Schedule 13D
This Amendment No. 30 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”), FBB3 LLC (“FBB3”)
and FBB Associates (“FBB”). 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”), and 667, L.P.
(“667”, and together with Life Sciences, 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.
Item 4. Purpose
of the Transaction.
Item 4 of Amendment No. 30 is supplemented and superseded, as the case
may be, as follows:
Tender Offer
On May 13, 2024, Incyte Corporation (the “Issuer”) announced
its intention to conduct a public modified Dutch auction self-tender offer for up to $1.672 billion in consideration (the “Total
Consideration”) of shares of its common stock (“Common Stock”), at prices ranging from $52.00 to $60.00 per share (the
“Price Range”), subject to the other terms and conditions as determined by the Issuer’s Board of Directors (the “Board”)
(such offer, the “Tender Offer”).
Stock Purchase Agreement
On May 12, 2024, the Funds, together with FBB, FBB2, FBB3, Felix J.
Baker, and Julian C. Baker (collectively, with the Funds, the “Seller Affiliates”) entered into a Stock Purchase Agreement
with the Issuer (the “Stock Purchase Agreement”) pursuant to which, subject to the completion of the Tender Offer and other
terms and conditions stated in the Stock Purchase Agreement, the Funds agreed to sell to the Issuer and the Issuer agreed to purchase
from the Funds an aggregate number of shares of Common Stock of the Issuer equal to the total number of shares of Common Stock held by
the Seller Affiliates as of May 9, 2024, multiplied by the quotient of the total number of shares acquired by the Issuer in the Tender
Offer and 188,020,620 (representing the outstanding shares of Common Stock owned by all stockholders of the Issuer other than the Seller
Affiliates as of May 9, 2024). The per share purchase price for such shares shall be the price per share paid by the Issuer for the shares
of Common Stock tendered by the holders of Common Stock in the Tender Offer.
Pursuant to the Stock Purchase Agreement, each Seller Affiliate agreed
that such Seller Affiliate and its respective affiliates will: (1) not, directly or indirectly, purchase any shares of the Issuer’s
Common Stock until eleven business days following the expiration date of the Tender Offer; (2) not tender any shares of Common Stock in
the Tender Offer, or, until the first trading day after the Issuer publicly announces the final results of the Tender Offer, sell any
shares of Common Stock; and (3) use commercially reasonable efforts to ensure that each of the conditions to closing of the Stock Purchase
Agreement is satisfied. Pursuant to the Stock Purchase Agreement, the Issuer agreed not to reduce the Price Range or the Total Consideration
in the Tender Offer without the prior written consent of the Seller Affiliates.
The Issuer or the Seller Affiliates may terminate the Stock Purchase
Agreement if: (1) the Tender Offer is not commenced by May 27, 2024; (2) the Tender Offer is terminated without the purchase of any shares
of Common Stock; or (3) if the Tender Offer is not consummated by August 12, 2024, provided that the Issuer may not terminate the Stock
Purchase Agreement under clause (3) unless the Tender Offer is terminated. The transactions contemplated by the Stock Purchase Agreement
are expected to close on the eleventh business day following the expiration date of the Tender Offer, or at such other later date as the
Issuer and Seller Affiliates otherwise agree.
The foregoing description of the Stock Purchase Agreement is qualified
in its entirety by reference to the full text of the Stock Purchase Agreement, which is incorporated by reference as Exhibit 99.1 and
is incorporated herein by reference.
The Funds hold securities of the Issuer for investment purposes. Subject
to the terms of the Stock Purchase Agreement, 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 and management of the Issuer, the availability and nature of opportunities to dispose
of securities of the Issuer and other plans and requirements of the particular persons. The Reporting Persons may discuss items of mutual
interest with the Issuer’s management, other members of the Board and other investors, which could include items in subparagraphs
(a) through (j) of Item 4 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, subject to the terms of the Stock Purchase Agreement, 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 in Item 5), vesting of restricted stock units (each, an “RSU”) 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.
Item 5 of this Amendment No. 30 is amended and restated as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of
this Amendment No. 30 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 on 224,854,553 shares of Common Stock outstanding as of May 9, 2024, as reported in Exhibit 10.1 to the Issuer’s
Form 8-K filed with the Securities and Exchange Commission on May 13, 2024. Such percentage figures are calculated in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Holder | |
Shares of Common Stock | | |
Percent of Class Outstanding | |
667, L.P. | |
| 2,734,189 | | |
| 1.2 | % |
Baker Brothers Life Sciences, L.P. | |
| 33,212,097 | | |
| 14.8 | % |
Total | |
| 35,946,286 | | |
| 16.0 | % |
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members
of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Julian C. Baker and Felix J. Baker are also the sole managers of FBB2
and FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB2 and FBB3.
Julian C. Baker and Felix J. Baker are also the sole partners of FBB
and as such may be deemed to be beneficial owners of securities owned by FBB and may be deemed to have the power to vote or direct the
vote and dispose or direct the disposition of those securities.
In connection with his service on the Issuer’s Board, Julian
C. Baker holds options to purchase Common Stock of the Issuer (“Stock Options”), RSUs, 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 managing members of the Adviser GP or
full-time employees 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, RSUs or Common Stock received from the exercise of Stock Options or vesting of
RSUs received as directors’ compensation. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common
Stock, RSUs and Common Stock received from the exercise of Stock Options and vesting of RSUs received as directors’ compensation.
The Adviser has voting and investment power over the Stock Options,
RSUs, 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 managing members 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, RSUs, 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 director’s compensation.
(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.
(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 Stock Purchase Agreement is incorporated by reference as Exhibit
99.1 and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit | |
Description |
99.1 | |
Stock Purchase Agreement, dated May 12, 2024, by and among Incyte Corporation, Baker Brothers Life Sciences, L.P., 667, L.P., Felix J. Baker, Julian C. Baker, FBB2, LLC, FBB 3 LLC, and FBB Associates (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 13, 2024). |
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.
May 13, 2024
|
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 |
|
FBB3
LLC |
|
|
|
|
By: |
/s/
Julian C. Baker |
|
|
Name:
Julian C. Baker
Title: Manager |
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