Sec Form 3 Filing - Tray Thomas @ INCYTE CORP - 2022-03-11

FORM 3 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 Tray Thomas 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) Principal Accounting Officer (Last) (First) (Middle) 1801 AUGUSTINE CUT-OFF 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2022 (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 3,238 D Common Stock 1,399 I By Spouse Common Stock 554( 1 ) D Common Stock 1,886( 2 ) D Common Stock 2,870( 3 ) D Common Stock 2,322( 4 ) D Common Stock 3,649( 5 ) 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 Incentive Stock Option (right to buy) $ 95.76 ( 6 ) 01/06/2026 Common Stock 1,044 D Non-Qualified Stock Option (right to buy) $ 95.76 ( 6 ) 01/06/2026 Common Stock 1,730 D Incentive Stock Option (right to buy) $ 95.76 ( 6 ) 01/06/2023 Common Stock 1,005 D Non-Qualified Stock Option (right to buy) $ 95.76 ( 6 ) 01/06/2023 Common Stock 2,436 D Non-Qualified Stock Option (right to buy) $ 83.83 ( 6 ) 07/14/2026 Common Stock 2,639 D Incentive Stock Option (right to buy) $ 113.64 ( 6 ) 01/16/2027 Common Stock 879 D Non-Qualified Stock Option (right to buy) $ 113.64 ( 6 ) 01/16/2027 Common Stock 2,642 D Non-Qualified Stock Option (right to buy) $ 113.64 ( 6 ) 01/16/2027 Common Stock 2,639 D Non-Qualified Stock Option (right to buy) $ 128.34 ( 6 ) 07/04/2027 Common Stock 1,677 D Incentive Stock Option (right to buy) $ 94.63 ( 6 ) 01/22/2028 Common Stock 1 D Non-Qualified Stock Option (right to buy) $ 94.63 ( 6 ) 01/22/2028 Common Stock 1,676 D Incentive Stock Option (right to buy) $ 95.34 ( 6 ) 01/23/2028 Common Stock 1,048 D Non-Qualified Stock Option (right to buy) $ 95.34 ( 6 ) 01/23/2028 Common Stock 5,443 D Incentive Stock Option (right to buy) $ 68.62 ( 7 ) 07/01/2028 Common Stock 1 D Non-Qualified Stock Option (right to buy) $ 68.62 ( 8 ) 07/01/2028 Common Stock 5,172 D Incentive Stock Option (right to buy) $ 72.27 ( 9 ) 01/03/2029 Common Stock 1,383 D Non-Qualified Stock Option (right to buy) $ 72.27 ( 9 ) 01/03/2029 Common Stock 3,349 D Non-Qualified Stock Option (right to buy) $ 72.27 ( 10 ) 01/03/2029 Common Stock 5,173 D Non-Qualified Stock Option (right to buy) $ 85.01 ( 11 ) 07/01/2029 Common Stock 2,289 D Non-Qualified Stock Option (right to buy) $ 80.5 ( 12 ) 01/16/2030 Common Stock 2,290 D Incentive Stock Option (right to buy) $ 106.47 ( 13 ) 07/01/2030 Common Stock 324 D Non-Qualified Stock Option (right to buy) $ 106.47 ( 14 ) 07/01/2030 Common Stock 1,896 D Incentive Stock Option (right to buy) $ 90.56 ( 15 ) 01/14/2031 Common Stock 324 D Non-Qualified Stock Option (right to buy) $ 90.56 ( 16 ) 01/14/2031 Common Stock 1,896 D Incentive Stock Option (right to buy) $ 83.58 ( 17 ) 07/01/2031 Common Stock 815 D Non-Qualified Stock Option (right to buy) $ 83.58 ( 18 ) 07/01/2031 Common Stock 1,808 D Incentive Stock Option (right to buy) $ 74.78 ( 19 ) 01/18/2032 Common Stock 383 D Non-Qualified Stock Option (right to buy) $ 74.78 ( 20 ) 01/18/2032 Common Stock 2,240 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tray Thomas 1801 AUGUSTINE CUT-OFF WILMINGTON, DE19803 Principal Accounting Officer Signatures /s/ Elizabeth Feeney 03/23/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted on July 2, 2018 that will vest fully on July 2, 2022. ( 2 )Represents restricted stock units ("RSUs") granted on July 2, 2019 that will vest 943 on July 2, 2022 and the remaining on July 2, 2023. ( 3 )Represents restricted stock units ("RSUs") granted on January 17, 2020 that will vest fully on January 17, 2024. ( 4 )Represents restricted stock units ("RSUs") granted on July 2, 2020 that will vest 774 on July 2, 2022, July 2, 2023 and July 2, 2024. ( 5 )Represents restricted stock units ("RSUs") granted on July 2, 2021 that will vest 912 on July 2, 2022, July 2, 2023, July 2, 2024 and the remaining will vest on July 2, 2025. ( 6 )As of March 11,2022, the award is fully vested and exercisable. ( 7 )Option granted on July 2, 2018 and becomes exercisable on July 2,2022. ( 8 )Options granted on July 2, 2018 and will vest monthly through July 2,2022. ( 9 )Options granted on January 4, 2019 and become exercisable in full on January 4, 2023. ( 10 )Options granted on January 4, 2019 and vest monthly through July 2,2022. ( 11 )Options granted on July 2, 2019 and vest monthly through July 2,2023. ( 12 )Options granted on January 17, 2020 and vest monthly through July 2,2023. ( 13 )Options granted on July 2, 2020 and will vest monthly starting January 2, 2024 through July 2, 2024. ( 14 )Options granted on July 2, 2020 and will vest monthly through December 2, 2023. ( 15 )Options granted on January 15, 2021 and will vest monthly starting January 2, 2024 through July 2, 2024 ( 16 )Options granted on January 15, 2021 and will vest monthly through December 2, 2023. ( 17 )Options granted on July 2, 2021 and will vest monthly starting January 2, 2024 through July 2, 2025. ( 18 )Options granted on July 2, 2021 with 655 vesting on July 2, 2022 and the remainder vesting monthly through December 2, 2024. ( 19 )Options granted on January 19, 2022 and will vest monthly starting January 2, 2025 through July 2, 2025. ( 20 )Options granted on January 19, 2022 with 655 vesting on July 2, 2022 and the remainder vesting monthly through December 2, 2024.

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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