Sec Form 4 Filing - FRIEDMAN PAUL A @ INCYTE CORP - 2019-08-02

Insider filing report for Changes in Beneficial Ownership
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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
FRIEDMAN PAUL A
2. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1801 AUGUSTINE CUT-OFF
3. Date of Earliest Transaction (MM/DD/YY)
08/02/2019
(Street)
WILMINGTON, DE19803
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 08/02/2019 M 22,066 A $ 18.32 277,597 D
Common Stock 15,000 I By Grat
Common Stock 08/02/2019 S 22,066 D $ 84.41 ( 1 ) ( 2 ) 255,531 ( 3 ) D
Common Stock 15,000 ( 4 ) I By Grat
Common Stock 08/06/2019 M 77,934 A $ 18.32 333,465 D
Common Stock 15,000 I By Grat
Common Stock 08/06/2019 S 77,934 D $ 82.2 ( 2 ) ( 5 ) 255,531 ( 3 ) D
Common Stock 15,000 ( 4 ) I By Grat
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
Non-Qualified Stock Option (right to buy) $ 18.32 08/02/2019 M 22,066 ( 6 ) 02/08/2020 Common Stock 22,066 $ 0 77,934 D
Non-Qualified Stock Option (right to buy) $ 18.32 08/06/2019 M 77,934 ( 6 ) 02/08/2020 Common Stock 77,934 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIEDMAN PAUL A
1801 AUGUSTINE CUT-OFF
WILMINGTON, DE19803
X
Signatures
/s/ Michael Purvis, Attorney-In-Fact 08/06/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents weighted average sale price. Actual sale prices ranged from $84 - $84.92.
( 2 )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.
( 3 )Includes an aggregate of 1,520 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.
( 4 )Shares were previously reported as directly beneficially owned but were contributed to a grantor retained annuity trust (GRAT) on April 3, 2019.
( 5 )Represents weighted average sale price. Actual sale prices ranged from $82.00 - $82.68.
( 6 )Beginning February 9, 2013, options become exercisable in 25 installments, with the first 33.33% vesting after one year and the remainder vesting monthly over two years.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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