SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Tray Thomas

(Last) (First) (Middle)
1801 AUGUSTINE CUT-OFF

(Street)
WILMINGTON DE 19803

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2022
3. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Principal Accounting Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
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 Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) (6) 01/06/2026 Common Stock 1,044 95.76 D
Non-Qualified Stock Option (right to buy) (6) 01/06/2026 Common Stock 1,730 95.76 D
Incentive Stock Option (right to buy) (6) 01/06/2023 Common Stock 1,005 95.76 D
Non-Qualified Stock Option (right to buy) (6) 01/06/2023 Common Stock 2,436 95.76 D
Non-Qualified Stock Option (right to buy) (6) 07/14/2026 Common Stock 2,639 83.83 D
Incentive Stock Option (right to buy) (6) 01/16/2027 Common Stock 879 113.64 D
Non-Qualified Stock Option (right to buy) (6) 01/16/2027 Common Stock 2,642 113.64 D
Non-Qualified Stock Option (right to buy) (6) 01/16/2027 Common Stock 2,639 113.64 D
Non-Qualified Stock Option (right to buy) (6) 07/04/2027 Common Stock 1,677 128.34 D
Incentive Stock Option (right to buy) (6) 01/22/2028 Common Stock 1 94.63 D
Non-Qualified Stock Option (right to buy) (6) 01/22/2028 Common Stock 1,676 94.63 D
Incentive Stock Option (right to buy) (6) 01/23/2028 Common Stock 1,048 95.34 D
Non-Qualified Stock Option (right to buy) (6) 01/23/2028 Common Stock 5,443 95.34 D
Incentive Stock Option (right to buy) (7) 07/01/2028 Common Stock 1 68.62 D
Non-Qualified Stock Option (right to buy) (8) 07/01/2028 Common Stock 5,172 68.62 D
Incentive Stock Option (right to buy) (9) 01/03/2029 Common Stock 1,383 72.27 D
Non-Qualified Stock Option (right to buy) (9) 01/03/2029 Common Stock 3,349 72.27 D
Non-Qualified Stock Option (right to buy) (10) 01/03/2029 Common Stock 5,173 72.27 D
Non-Qualified Stock Option (right to buy) (11) 07/01/2029 Common Stock 2,289 85.01 D
Non-Qualified Stock Option (right to buy) (12) 01/16/2030 Common Stock 2,290 80.5 D
Incentive Stock Option (right to buy) (13) 07/01/2030 Common Stock 324 106.47 D
Non-Qualified Stock Option (right to buy) (14) 07/01/2030 Common Stock 1,896 106.47 D
Incentive Stock Option (right to buy) (15) 01/14/2031 Common Stock 324 90.56 D
Non-Qualified Stock Option (right to buy) (16) 01/14/2031 Common Stock 1,896 90.56 D
Incentive Stock Option (right to buy) (17) 07/01/2031 Common Stock 815 83.58 D
Non-Qualified Stock Option (right to buy) (18) 07/01/2031 Common Stock 1,808 83.58 D
Incentive Stock Option (right to buy) (19) 01/18/2032 Common Stock 383 74.78 D
Non-Qualified Stock Option (right to buy) (20) 01/18/2032 Common Stock 2,240 74.78 D
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.
Remarks:
/s/ Elizabeth Feeney 03/23/2022
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Power of Attorney

Know all by these presents that the undersigned hereby constitutes and appoints
each of Maria E. Pasquale, Christiana Stamoulis, and Elizabeth Feeney, signing
singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Incyte Corporation (the "Company"), Forms 3, 4,
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of March 11, 2022.



/s/ Thomas R. Tray, Jr.
Thomas R. Tray, Jr.