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 * Iyengar Vijay K	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 GPS, BD, & Licensing
(Last)          (First)          (Middle) 1801 AUGUSTINE CUT-OFF	3. Date of Earliest Transaction (MM/DD/YYYY) 2/13/2020
(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	2/13/2020		A		6881 (1)	A	$0.00	24490 (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

Explanation of Responses:
(1)	Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on February 13, 2020. The performance shares vest 25% annually over four years from the grant date of July 2, 2019, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates. Each performance share initially represented the right to receive one or more shares of common stock based on, and subject to, the achievement of revenue-based performance criteria determined by the Issuer's Compensation Committee in February 2020 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person was entitled to receive ranged from 0% to 125% of the number of performance shares awarded, and the performance criteria was achieved at the 101.80% level.
(2)	Including the Performance Stock Units earned on February 13, 2020, this includes an aggregate of 19,443 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Iyengar Vijay K 1801 AUGUSTINE CUT-OFF WILMINGTON, DE 19803			EVP GPS, BD, & Licensing

Signatures
/s/ Vijay Iyengar		2/18/2020
**Signature of Reporting Person		Date