Sec Form 4 Filing - Flannelly Barry P @ INCYTE CORP - 2021-01-15

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
Flannelly Barry P
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 & General Manager US
(Last) (First) (Middle)
1801 AUGUSTINE CUT-OFF
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2021
(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 01/15/2021 A 11,522 ( 1 ) A $ 0 52,738 ( 2 ) D
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
Employee Stock Option (right to buy) $ 90.56 01/15/2021 A 12,743 ( 3 ) 01/14/2031 Common Stock 12,743 $ 0 12,743 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flannelly Barry P
1801 AUGUSTINE CUT-OFF
WILMINGTON, DE19803
EVP & General Manager US
Signatures
/s/ Barry Flannelly 01/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents award of restricted stock units ("RSUs") that will vest 100% on the fourth anniversary of the grant date of January 15, 2021, subject to Barry Flannelly's continued service with the issuer through the applicable vesting date. The RSUs may be settled only for shares of common stock on a one-for-one basis.
( 2 )Including the January 17, 2020 Restricted Stock Unit Grant, this includes an aggregate of 44,704 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested.
( 3 )Beginning January 15, 2021, options become exercisable in 37 installments, with the first 25.00% vesting on July 2, 2021 and the remainder vesting monthly over three 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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