Sec Form 4 Filing - Hoppenot Herve @ INCYTE CORP - 2016-06-26

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 Hoppenot Herve 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 X __ Officer (give title below) X __ Other (specify below) Chairman / CEO/President (Last) (First) (Middle) 1801 AUGUSTINE CUT-OFF 3. Date of Earliest Transaction (MM/DD/YY) 06/26/2016 (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 06/26/2020 M 4,647 A $ 64.55 245,250 D Common Stock 66,234 I By GRAT Common Stock 06/26/2020 S 4,647 D $ 102.91 ( 1 ) ( 2 ) ( 3 ) 240,603 D Common Stock 66,234 I By GRAT Common Stock 06/26/2020 M 119,501 A $ 64.55 360,104 D Common Stock 66,234 I By GRAT Common Stock 06/26/2020 S 119,501 D $ 102.91 ( 1 ) ( 2 ) ( 3 ) 240,603 ( 4 ) D Common Stock 66,234 ( 5 ) 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 Incentive Stock Option (right to buy) $ 64.55 06/26/2020 M 4,647 ( 6 ) 01/20/2021 Common Stock 4,647 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 65.55 06/26/2020 M 119,501 ( 6 ) 01/20/2021 Common Stock 119,501 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoppenot Herve 1801 AUGUSTINE CUT-OFF WILMINGTON, DE19803 X Chairman / CEO President Signatures /s/ Herve Hoppenot 06/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person. ( 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 )Represents weighted average sale price. Actual sale prices ranged from $101.25 - $105.56. ( 4 )This includes an aggregate of 107,977 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance shares that have not vested. ( 5 )On June 15, 2018, the reporting person contributed 103,033 shares to a grantor retained annuity trust (GRAT). On June 17, 2019, 20,407 shares were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. In addition, on June 2, 2020 an additional 16,392 were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as directly owned. ( 6 )Beginning January 21, 2014, 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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