UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)*
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, 21st
Floor
New York,
NY 10065
(212)
339-5633
(Name,
address and telephone number of person authorized to receive notices and
communications)
September
24, 2009
(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
o.
(Continued
on the following pages)
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
("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).
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Julian
C. Baker
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) p
(b) p
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS*
WC
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 137,917
|
8.
|
SHARED
VOTING POWER: 25,505,036
|
9.
|
SOLE
DISPOSITIVE POWER: 137,917
|
10.
|
SHARED
DISPOSITIVE
POWER: 25,505,036
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
25,642,953
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
p
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.999%(1)
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
See Item 5(a) of this Amendment for a detailed explanation of the shares of
beneficial ownership and percentage ownership of the Reporting
Persons.
1.
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Felix
J. Baker
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) p
(b)
p
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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: 25,505,036
|
9.
|
SOLE
DISPOSITIVE POWER: 0
|
10.
|
SHARED
DISPOSITIVE
POWER: 25,505,036
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
25,505,036
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
p
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.999%(1)
|
14.
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
See Item 5(a) of this Amendment for a detailed explanation of the shares of
beneficial ownership and percentage ownership of the Reporting
Persons.
EXPLANATORY
NOTE: This Amendment No. 10 to Schedule 13D (this “Amendment”)
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 hereto
amended and supplemented, remain in full force and effect.
ITEM 5.
|
Interest
in Securities of the Issuer.
|
(a) and (b) Set forth below
is the aggregate number of shares of Common Stock held, including shares that
may be acquired upon conversion of 4.75% Convertible Senior Notes due 2015 (the
“2015 Notes”) at the presently applicable conversion price of $8.78 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 (i) 97,785,047 shares of
Common Stock outstanding as reported on the Issuer’s SEC Form 10-Q filed on July
30, 2009 in addition to (ii) 18,000,000 shares of Common Stock issued in
connection with the Issuer’s underwritten public offering, as described in the
Prospectus Supplement of the Issuer dated September 24, 2009 (the “Public
Offering”). Such percentage figures are calculated on the basis that the
Convertible Senior Notes owned by the Reporting Persons and the Stock Options
held by the Reporting Persons are deemed converted or exercised into shares of
Common Stock but other outstanding Convertible Senior Notes and Stock Options
are not deemed converted or exercised.
Reporting Person
|
|
Number of Shares
|
|
|
Percentage of Class Outstanding
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments, L.P.
|
|
|
144,314 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
|
161,547 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
667,
L.P.
|
|
|
6,857,501 |
|
|
|
5.1 |
% |
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
|
23,130,957 |
|
|
|
17.2 |
% |
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
|
678,481 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
|
423,849 |
|
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
FBB
Associates
|
|
|
33,410 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
Julian
Baker
|
|
|
137,917 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
Without
any limitation on conversion of the 2015 Notes, the Reporting Persons may be
deemed beneficial owners of a combined total of 31,567,976 shares of Common
Stock, representing 23.5% of total outstanding Common Stock (including Common
Stock issuable upon exercise of the 2015 Notes held by the Reporting Persons.
However, in accordance with the limitations on conversion of the 2015 Notes
pursuant to the Letter Agreement described in Item 6 below and attached hereto
as Exhibit 1,
the number of shares of Common Stock that may be acquired by the Reporting
Persons and certain related parties upon any conversion of the 2015 Notes is
limited to the extent necessary to insure that, following such conversion, the
total number of Common Stock then beneficially owned by the Reporting Persons
and certain related parties does not exceed 19.999% of the total outstanding
Common Stock (including the Common Stock issuable upon such
conversion). Therefore, in calculating beneficial ownership and
percentage of beneficial ownership in accordance with Rule 13D, the Reporting
Persons shall be deemed beneficial owners of that certain number of shares of
Common Stock that would represent a maximum of 19.999% of total outstanding
Common Stock.
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
the entities listed above 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.
(c) The
following transactions in Common Stock and Convertible Notes were effected by
the entities noted below during the sixty days preceding the filing of this
Amendment. None of the Reporting Persons has effected any other transactions in
securities of the issuer during this period.
Reporting Person
|
|
Date
|
|
Number of Shares of
Common Stock
|
|
Transaction
|
|
Price per Share
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
09/24/2009
|
|
|
1,848,200 |
|
Purchase
(1)
|
|
$ |
6.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
09/24/2009
|
|
|
101,506 |
|
Purchase
(1)
|
|
$ |
6.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
09/24/2009
|
|
|
50,294 |
|
Purchase
(1)
|
|
$ |
6.75 |
|
(1)
Purchase of Common Stock pursuant to the Public Offering
Reporting Person
|
|
Date
|
|
Principal Amount of
Convertible Notes
|
|
Transaction
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
09/24/2009
|
|
$ |
64,000 |
|
Disposition
(2)
|
|
$ |
98.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
667,
L.P.
|
|
09/24/2009
|
|
$ |
3,597,000 |
|
Disposition
(2)
|
|
$ |
98.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
09/24/2009
|
|
$ |
33,130,000 |
|
Disposition
(2)
|
|
$ |
98.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
09/24/2009
|
|
$ |
989,000 |
|
Disposition
(2)
|
|
$ |
98.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
09/24/2009
|
|
$ |
470,000 |
|
Disposition
(2)
|
|
$ |
98.74 |
|
(2)
Disposition of 3.5% Senior Convertible Notes due 2011 to the Issuer
Reporting Person
|
|
Date
|
|
Principal Amount of
Convertible Notes
|
|
Transaction
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
09/24/2009
|
|
$ |
335,000 |
|
Disposition
(3)
|
|
$ |
97.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
667,
L.P.
|
|
09/24/2009
|
|
$ |
15,055,000 |
|
Disposition
(3)
|
|
$ |
97.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
09/24/2009
|
|
$ |
42,509,000 |
|
Disposition
(3)
|
|
$ |
97.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
09/24/2009
|
|
$ |
878,000 |
|
Disposition
(3)
|
|
$ |
97.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
09/24/2009
|
|
$ |
294,000 |
|
Disposition
(3)
|
|
$ |
97.88 |
|
(3)
Disposition of 3.5% Subordinated Convertible Notes due 2011 to the
Issuer
Reporting Person
|
|
Date
|
|
Principal Amount of
Convertible Notes
|
|
Transaction
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Bros. Investments II, L.P.
|
|
09/24/2009
|
|
$ |
188,000 |
|
Purchase
(4)
|
|
$ |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
667,
L.P.
|
|
09/24/2009
|
|
$ |
29,593,000 |
|
Purchase
(4)
|
|
$ |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker
Brothers Life Sciences, L.P.
|
|
09/24/2009
|
|
$ |
124,687,000 |
|
Purchase
(4)
|
|
$ |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
14159,
L.P.
|
|
09/24/2009
|
|
$ |
3,478,000 |
|
Purchase
(4)
|
|
$ |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baker/
Tisch Investments, L.P.
|
|
09/24/2009
|
|
$ |
2,054,000 |
|
Purchase
(4)
|
|
$ |
100.00 |
|
(4)
Purchase of 2015 Notes pursuant to the Issuer’s private placement offering of
$350 million of 2015 Notes as described in the press release of the Issuer dated
September 24, 2009
(d) Not
applicable.
(e) Not
applicable.
ITEM 6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Letter
Agreement
The Baker
Entities and the Issuer entered into a letter agreement dated September 24, 2009
(the “Letter Agreement”), pursuant to which, among other things, the Issuer
agreed to register the resale of the 2015 Notes (and any shares of Common Stock
issued upon the conversion thereof) on a shelf registration statement pursuant
to Rule 415 under the Securities Act of 1933, as amended, as soon as
reasonably practical upon the request of the Baker Entities and following the
closing of the sale of the 2015 Notes pursuant to the Purchase
Agreement. The Letter Agreement also provides that the number of
shares of Common Stock that may be acquired by the Reporting Persons and certain
related parties upon any conversion of the 2015 Notes is limited to the extent
necessary to insure that, following such conversion, the total number of Common
Stock then beneficially owned by the Reporting Persons and certain related
parties does not exceed 19.999% of the total outstanding Common Stock (including
the Common Stock issuable upon such conversion). A copy of the Letter
Agreement is filed as Exhibit 1 hereto
and is incorporated by reference herein. The description of the Letter
Agreement in this Amendment is a summary and is qualified in its entirety by the
terms of the Letter Agreement.
ITEM 7.
|
Materials
to be Filed as Exhibits.
|
Exhibit
1:
|
Letter
Agreement dated September 24, 2009 with respect to the 4.75% Convertible
Senior Notes Due 2015, by and among Baker Bros. Investments II, L.P., 667,
L.P., Baker Brothers Life Sciences, L.P., 14159, L.P., Baker/ Tisch
Investments, L.P. and Incyte Corporation
|
|
|
Exhibit
2:
|
Joint
Filing Agreement dated September 30, 2009 with respect to Amendment
No. 10 to Schedule 13D, by and between Julian C. Baker and Felix J.
Baker
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this Amendment is
true, complete and correct.
EXECUTED
as a sealed instrument this 30th day of
September, 2009.
By:
|
/s/ Julian C. Baker
|
|
Julian
C. Baker
|
|
|
By:
|
/s/ Felix J. Baker
|
|
Felix
J. Baker
|