Edgar Filing: INCYTE CORP

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Baker Bros. Capital (GP), LLC

2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [INCY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

667 MADISON AVENUE 17TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2008

(Street)

NEW YORK, NY US 10021

4. If Amendment, Date Original Filed(Month/Day/Year)
12/19/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 ⁽¹⁾ ⁽²⁾	12/17/2008		P		13 ⁽³⁾	A	$ 3.15	283,596	I	Through Partnership ⁽⁴⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/17/2008		P		112 ⁽³⁾	A	$ 3.3342	283,708	I	Through Partnership ⁽⁵⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/17/2008		P		184 ⁽³⁾	A	$ 3.3318	283,892	I	Through Partnership ⁽⁶⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/18/2008		P		8 ⁽³⁾	A	$ 3.5966	283,900	I	Through Partnership ⁽⁷⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/18/2008		P		125 ⁽³⁾	A	$ 3.5633	284,025	I	Through Partnership ⁽⁸⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/19/2008		P		60 ⁽³⁾	A	$ 3.6175	284,085	I	Through Partnership ⁽⁹⁾
Common Stock ⁽¹⁾ ⁽²⁾	12/19/2008		P		337 ⁽³⁾	A	$ 3.5954	284,422	I	Through Partnership ⁽¹⁰⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

3.5% Senior Convertible Note due 2011

$ 11.2185

12/18/2008

1,000

⁽¹¹⁾

02/15/2011

Common Stock

$ 52.84

51,000

Through Partnership

3.5% Subordinated Convertible Note due 2011

$ 11.2185

12/19/2008

6,000

⁽¹¹⁾

02/15/2011

Common Stock

535

$ 51.0342

321,000

Through Partnership

3.5% Senior Convertible Note due 2011

$ 11.2185

12/19/2008

11,000

⁽¹¹⁾

02/15/2011

Common Stock

981

$ 52.7583

62,000

Through Partnership

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Baker Bros. Capital (GP), LLC 667 MADISON AVENUE 17TH FLOOR NEW YORK, NY US 10021	X	X
BAKER JULIAN 667 MADISON AVENUE, 17TH FLOOR NEW YORK, NY US 10021	X	X
BAKER FELIX 667 MADISON AVENUE, 17TH FLOOR NEW YORK, NY US 10021	X	X

Signatures

/s/ Julian C. Baker, as Managing Member of Baker Bros. Capital (GP), LLC		12/22/2008
^**Signature of Reporting Person		Date
/s/ Julian C. Baker		12/22/2008
^**Signature of Reporting Person		Date
/s/ Felix J. Baker		12/22/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In addition to Baker Bros. Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Bros. Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Julian C. Baker is a director of the Issuer. Because of certain business and family relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were members of a group with such security holders. (Continued in footnote 2)
(2)	However, the Reporting Persons disclaim that they and any other person or persons in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d 5 thereunder or that they are the beneficial owner of securities owned by such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein.
(3)	Represents shares purchased by Baker Bros. Investments II, L.P.
(4)	Represents shares 139,282 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(5)	Represents shares 139,394 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(6)	Represents shares 139,578 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(7)	Represents shares 139,586 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(8)	Represents shares 139,711 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(9)	Represents shares 139,771 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(10)	Represents shares 140,108 shares owned directly by Baker Bros. Investments II, L.P. and 144,314 shares owned directly by Baker Bros. Investments, L.P., limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Bros. Capital (GP), LLC.
(11)	Immediately

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