UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
|
Incyte
Corporation
|
||||
|
(Name
of Issuer)
|
||||
|
Common
Stock, par value $0.001 per share
|
||||
|
(Title
of Class of Securities)
|
||||
|
45337C102
|
||||
|
(CUSIP
Number)
|
||||
|
Leo
Kirby
667
Madison Avenue, 17th Floor
New
York, NY 10065
(212)
339-5633
|
||||
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
||||
|
December
10, 2007
|
||||
|
(Date
of Event which Requires Filing of this Statement)
|
||||
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page
1 of
7 Pages
SCHEDULE
13D
|
CUSIP
No. 45337C102
|
Page
2
of
7
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Julian
C. Baker
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
77,917
|
|||
|
8
|
SHARED
VOTING POWER
8,727,742
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
77,917
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,727,742
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,805,659
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) x
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||||
Page
2
of
7 Pages
SCHEDULE
13D
|
CUSIP
No. 45337C102
|
Page 3 of
7
Pages
|
|
1
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Felix
J. Baker
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a) o
(b) x
|
|||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e) o
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
8,727,742
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
8,727,742
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,727,742
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) x
|
||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
|
||||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
||||
Page
3
of
7 Pages
This
Amendment No. 3 to Schedule 13D is being filed by Julian C. Baker and Felix
J. Baker (the “Reporting Persons”) to supplement the statements on Schedule 13D
previously filed by them, as heretofore amended. Except as supplemented herein,
such statements, as heretofore amended and supplemented, remain in full force
and effect.
Item
5. Interest
in Securities of the Issuer.
Set
forth
below is the aggregate number of shares of Common Stock held, including shares
that maybe acquired upon conversion of 3.5% Convertible Subordinated Notes
due
2011 at the presently applicable conversion price of $11.2185 and shares that
may be acquired upon exercise of Stock Options, as of the date hereof by each
of
the following, together with the percentage of outstanding shares of Common
Stock that such number represents based upon 86,017,304 shares outstanding
as
reported on the company’s SEC Form 10Q filed on November 1, 2007.
Such
percentage figures are calculated on the basis that the Convertible Subordinated
Notes owned by the Reporting Persons and Stock Options are deemed converted
into
shares of Common Stock but other outstanding Senior Convertible Notes and Stock
Options are not deemed converted or exercised.
|
Percent
of class
|
|||
|
Name
|
Number
of Shares
|
Outstanding
|
|
|
Baker
Bros. Investments, L.P.
|
144,314
|
0.2
|
%
|
|
Baker
Bros. Investments II, L.P.
|
162,020
|
0.3
|
%
|
|
Baker
Biotech Fund I, L.P.
|
3,193,025
|
3.7
|
%
|
|
Baker
Brothers Life Sciences, L.P.
|
5,007,499
|
5.8
|
%
|
|
14159,
L.P.
|
87,412
|
0.1
|
%
|
| FBB Associates | 33,410 |
0.0
|
%
|
|
Baker/Tisch
Investments, L.P.
|
100,062
|
0.1
|
%
|
|
Julian
C. Baker
|
77,917
|
0.0
|
%
|
|
Total
|
8,805,659
|
10.2
|
%
|
By
virtue
of their ownership of entities that have the power to control the investment
decisions of the limited partnerships listed in the table above, Julian C.
Baker
and Felix J. Baker may each be deemed to be beneficial owners of shares owned
by
such entities and may be deemed to have shared power to vote or direct the
vote
of and shared power to dispose or direct the disposition of such securities.
The
following transactions in Common Stock were effected by the entities noted
below
during the seventeen days preceding the filing of this statement. None of the
reporting Persons has effected any other transactions in Common Stock during
this period.
Page 4
of
7 Pages
|
Name
|
Date
|
Number
of Shares
|
Transaction
|
Price/
Share
|
|
Baker
Brothers Investments II, L.P.
|
11/26/2007
|
230
|
Purchase
|
7.9389
|
|
Baker
Brothers Life Sciences, L.P.
|
11/26/2007
|
85,927
|
Purchase
|
7.9389
|
|
Baker
Biotech Fund I, L.P.
|
11/26/2007
|
15,282
|
Purchase
|
7.9389
|
|
14159,
L.P.
|
11/26/2007
|
2,715
|
Purchase
|
7.9389
|
|
Baker
Brothers Investments II, L.P.
|
11/27/2007
|
530
|
Purchase
|
7.9972
|
|
Baker
Brothers Life Sciences, L.P.
|
11/27/2007
|
198,138
|
Purchase
|
7.9972
|
|
Baker
Biotech Fund I, L.P.
|
11/27/2007
|
35,237
|
Purchase
|
7.9972
|
|
14159,
L.P.
|
11/28/2007
|
6,262
|
Purchase
|
7.9972
|
|
Baker
Brothers Investments II, L.P.
|
11/28/2007
|
342
|
Purchase
|
8.3963
|
|
Baker
Brothers Life Sciences, L.P.
|
11/28/2007
|
127,875
|
Purchase
|
8.3963
|
|
Baker
Biotech Fund I, L.P.
|
11/28/2007
|
22,741
|
Purchase
|
8.3963
|
|
14159,
L.P.
|
11/28/2007
|
4,042
|
Purchase
|
8.3963
|
|
Baker
Brothers Investments II, L.P.
|
11/29/2007
|
47
|
Purchase
|
8.5788
|
|
Baker
Brothers Life Sciences, L.P.
|
11/29/2007
|
17,572
|
Purchase
|
8.5788
|
|
Baker
Biotech Fund I, L.P.
|
11/29/2007
|
3,125
|
Purchase
|
8.5788
|
|
14159,
L.P.
|
11/29/2007
|
556
|
Purchase
|
8.5788
|
|
Baker
Brothers Investments II, L.P.
|
11/30/2007
|
147
|
Purchase
|
8.5909
|
|
Baker
Brothers Life Sciences, L.P.
|
11/30/2007
|
54,899
|
Purchase
|
8.5909
|
|
Baker
Biotech Fund I, L.P.
|
11/30/2007
|
9,764
|
Purchase
|
8.5909
|
|
14159,
L.P.
|
11/30/2007
|
1,734
|
Purchase
|
8.5909
|
|
Baker
Brothers Investments II, L.P.
|
12/3/2007
|
64
|
Purchase
|
8.9617
|
|
Baker
Brothers Life Sciences, L.P.
|
12/3/2007
|
23,842
|
Purchase
|
8.9617
|
|
Baker
Biotech Fund I, L.P.
|
12/3/2007
|
4,241
|
Purchase
|
8.9617
|
|
14159,
L.P.
|
12/3/2007
|
753
|
Purchase
|
8.9617
|
|
Baker
Brothers Investments II, L.P.
|
12/4/2007
|
153
|
Purchase
|
8.9818
|
|
Baker
Brothers Life Sciences, L.P.
|
12/4/2007
|
57,303
|
Purchase
|
8.9818
|
|
Baker
Biotech Fund I, L.P.
|
12/4/2007
|
19,593
|
Purchase
|
8.9818
|
|
Baker/
Tisch Investments, L.P.
|
12/4/2007
|
1,139
|
Purchase
|
8.9818
|
|
14159,
L.P.
|
12/4/2007
|
1,812
|
Purchase
|
8.9818
|
|
Baker
Brothers Investments II, L.P.
|
12/10/2007
|
296
|
Purchase
|
9.5443
|
|
Baker
Brothers Life Sciences, L.P.
|
12/10/2007
|
108,461
|
Purchase
|
9.5443
|
|
Baker
Biotech Fund I, L.P.
|
12/10/2007
|
42,843
|
Purchase
|
9.5443
|
|
Baker/
Tisch Investments, L.P.
|
12/10/2007
|
2,265
|
Purchase
|
9.5443
|
|
14159,
L.P.
|
12/10/2007
|
3,445
|
Purchase
|
9.5443
|
|
Baker
Brothers Investments II, L.P.
|
12/11/2007
|
240
|
Purchase
|
9.872
|
|
Baker
Brothers Life Sciences, L.P.
|
12/11/2007
|
87,770
|
Purchase
|
9.872
|
|
Baker
Biotech Fund I, L.P.
|
12/11/2007
|
34,670
|
Purchase
|
9.872
|
|
Baker/
Tisch Investments, L.P.
|
12/11/2007
|
1,832
|
Purchase
|
9.872
|
|
14159,
L.P.
|
12/11/2007
|
2,788
|
Purchase
|
9.872
|
|
Baker
Brothers Investments II, L.P.
|
12/11/2007
|
182
|
Purchase
|
9.8509
|
|
Baker
Brothers Life Sciences, L.P.
|
12/11/2007
|
66,672
|
Purchase
|
9.8509
|
|
Baker
Biotech Fund I, L.P.
|
12/11/2007
|
26,336
|
Purchase
|
9.8509
|
|
Baker/
Tisch Investments, L.P.
|
12/11/2007
|
1,392
|
Purchase
|
9.8509
|
|
14159,
L.P.
|
12/11/2007
|
2,118
|
Purchase
|
9.8509
|
|
Baker
Brothers Investments II, L.P.
|
12/12/2007
|
465
|
Purchase
|
10.3849
|
|
Baker
Brothers Life Sciences, L.P.
|
12/12/2007
|
170,512
|
Purchase
|
10.3849
|
|
Baker
Biotech Fund I, L.P.
|
12/12/2007
|
67,353
|
Purchase
|
10.3849
|
|
Baker/
Tisch Investments, L.P.
|
12/12/2007
|
3,560
|
Purchase
|
10.3849
|
|
14159,
L.P.
|
12/12/2007
|
5,418
|
Purchase
|
10.3849
|
|
|
|
|
|
|
Page 5
of
7 Pages
Exhibit
4. Agreement
regarding the joint filing of this statement.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
December
13, 2007
By:
/s/
Julian C. Baker
Julian
C.
Baker
By:
/s/
Felix J. Baker
Felix
J.
Baker
Page
6 of
7 Pages
EXHIBIT
4
AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended, the undersigned hereby agree that this Statement on Schedule 13D
relating to the Common Stock, $0.001 par value, of Incyte Corporation is being
filed with the Securities and Exchange Commission on behalf of each of
them.
December
13, 2007
By:
/s/
Julian C. Baker
Julian
C.
Baker
By:
/s/
Felix J. Baker
Felix
J.
Baker
Page
7 of
7 Pages