INCYTE CORP — Director's Dealing 2022

Jul 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INCYTE CORP (INCY)
CIK: 0000879169
Period of Report: 2022-07-02

Reporting Person: Hoppenot Herve (Director, Chairman / CEO, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-02	Common Stock	A	60433	$0.00	Acquired	427117	Direct
2022-07-05	Common Stock	F	21174	$79.25	Disposed	405943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-02	Employee Stock Option (right to buy)	$77.67	A	81885	Acquired	2032-07-01	Common Stock (81885)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Commont Stock	25900	Indirect

Footnotes

F1: Represents award of restricted stock units ("RSUs") that will vest 25% annually over four years, subject to Herve Hoppenot's continued service with the Issuer through the applicable vesting dates. The RSUs may be settled only for shares of common stock on a one-for-one basis.

F2: Represents shares withheld automatically by the Issuer to satisfy tax withholding obligations due at settlement of RSUs or performance shares previously reported in Table I as common stock.

F3: Including the July 2, 2022 RSU Grant, this includes an aggregate of 95,461 shares of common stock issuable pursuant to previously reported RSUs and earned performance shares that have not vested.

F4: On June 15, 2018, the reporting person contributed 103,033 shares to a grantor retained annuity trust (GRAT). On June 17, 2019, 20,407 shares
were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and continue to be reported in this Form 4 as
directly owned. In addition, on June 2, 2020 an additional 16,392 shares were distributed by the GRAT to the reporting person in accordance with the
terms of the GRAT and continue to be reported in this Form 4 as directly owned. On June 22, 2021 an additional 19,033 shares were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and will be reported in this Form 4 as directly owned. On June 29, 2022 an additional 21,301 shares were distributed by the GRAT to the reporting person in accordance with the terms of the GRAT and will be reported in this Form 4 as directly owned.

F5: Beginning July 2, 2022, options become exercisable in 37 installments, with the first 25% vesting after one year and the remainder vesting monthly over three years.