Sec Form 4 Filing - BAKER JULIAN @ INCYTE CORP - 2015-09-16

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 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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1. Name and Address of Reporting Person BAKER JULIAN 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, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/16/2015 (Street) NEW YORK, NYUS 10065 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 09/16/2015 M 7,292 A 58,632 ( 2 ) D Common Stock 09/16/2015 M 7,406 A 61,049 ( 4 ) D Common Stock 33,410 I See Footnote ( 5 ) Common Stock 09/16/2015 M 864,614 A 2,943,733 I See Footnote ( 7 ) ( 12 ) Common Stock 09/16/2015 M 3,642,962 A 16,128,927 I See Footnote ( 9 ) ( 12 ) Common Stock 09/16/2015 M 101,652 A 512,673 I See Footnote ( 11 ) ( 12 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 4.75% Convertible Senior Notes due 2015 $ 8.775 09/16/2015 M 64,000 ( 1 ) 09/24/2009 10/01/2015 Common Stock 7,292 ( 13 ) 0 D ( 2 ) 4.75% Convertible Senior Notes due 2015 $ 8.775 09/16/2015 M 65,000 ( 3 ) 09/24/2009 10/01/2015 Common Stock 7,406 ( 13 ) 0 D ( 4 ) 4.75% Convertible Senior Notes due 2015 $ 8.775 09/16/2015 M 7,587,000 ( 6 ) 09/24/2009 10/01/2015 Common Stock 864,614 ( 13 ) 0 I See Footnote ( 7 ) ( 12 ) 4.75% Convertible Senior Notes due 2015 $ 8.775 09/16/2015 M 31,967,000 ( 8 ) 09/24/2009 10/01/2015 Common Stock 3,642,962 ( 13 ) 0 I See Footnote ( 9 ) ( 12 ) 4.75% Convertible Senior Notes due 2015 $ 8.775 09/16/2015 M 892,000 ( 10 ) 09/24/2009 10/01/2015 Common Stock 101,652 ( 13 ) 0 I See Footnote ( 11 ) ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NYUS 10065 X X BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NYUS 10065 X X BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NYUS 10065 X X 667, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK, NYUS 10065 X X Baker Brothers Life Sciences LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NYUS 10065 X X 14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NYUS 10065 X X Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE 21ST FLOOR NEW YORK, NYUS 10065 X X Signatures /s/ Julian C. Baker 09/18/2015 Signature of Reporting Person Date /s/ Felix J. Baker 09/18/2015 Signature of Reporting Person Date By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 09/18/2015 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott 09/18/2015 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P Name:Scott L. Lessing, Title: President /s/ 09/18/2015 Signature of Reporting Person Date Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 09/18/2015 Signature of Reporting Person Date By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 09/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )7,292 shares of common stock of Incyte Corporation (the "Issuer") acquired upon conversion of $64,000 principal amount of 4.75% Convertible Senior Notes due 2015 ("2015 Notes") held directly by Julian C. Baker at a conversion price of $8.775. ( 2 )Reflects securiites of the Issuer held directly by Julian C. Baker. ( 3 )7,406 shares of common stock of the Issuer acquired upon conversion of $65,000 principal amount of 2015 Notes held directly by Felix J. Baker at a conversion price of $8.775. ( 4 )Reflects securities of the Issuer held directly by Felix J. Baker. ( 5 )Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock of the Issuer directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 6 )864,614 shares of common stock of the Issuer acquired upon conversion of $7,587,000 principal amount of 2015 Notes held directly by 667, L.P. ("667")at a conversion price of $8.775. ( 7 )As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 2,943,733 shares of common stock of the Issuer beneficially owned by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion. ( 8 )3,642,962 shares of common stock of the Issuer acquired upon conversion of $31,967,000 principal amount of 2015 Notes held directly by Baker Brothers Life Sciences, L.P. ("Life Sciences")at a conversion price of $8.775. ( 9 )As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 16,128,927 shares of common stock of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion. ( 10 )101,652 shares of common stock of the Issuer acquired upon conversion of $892,000 principal amount of 2015 Notes held directly by 14159, L.P. ("14159", and together with 667 and Life Sciences, the "Funds")at a conversion price of $8.775. ( 11 )As a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 512,673 shares of common stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. Includes beneficial ownership of 182 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 55,000 shares received previously from exercise of 55,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion. ( 12 )The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. ( 13 )Pursuant to instruction 4ciii this column is left blank.

Remarks: Julian C. Baker is a director of Incyte Corporation (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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