INCYTE CORP — Director's Dealing 2022

Jan 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INCYTE CORP (INCY)
CIK: 0000879169
Period of Report: 2022-01-01

Reporting Person: SWAIN PAULA J (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-01	Common Stock	A	8678	$0.00	Acquired	72371	Direct
2022-01-04	Common Stock	M	9319	$73.21	Acquired	81690	Direct
2022-01-04	Common Stock	S	9319	$73.46	Disposed	72371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-04	Non Qualfied Stock Option (right to buy)	$73.21	M	9319	Disposed	2022-01-07	Common Stock (9319)	Direct

Footnotes

F1: Represents award of restricted stock units ("RSUs") that will vest 100% on December 31, 2025, subject to Paula Swain'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: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by reporting person.

F3: Represents weighted average sale price. Actual sale prices ranged from $73.31 - $73.73. Reporting person undertakes to provide upon request
by Securities and Exchange Commission, the issuer or a security holder of the issuer detailed information regarding the price and number of
shares sold within range indicated.

F4: Includes an aggregate of 33,663 shares of common stock issuable pursuant to previously reported restricted stock units that have not vested.

F5: Beginning January 8, 2015, options become exercisable in 25 installments, with the first 33.33% vesting after one year and the remainder vesting monthly over two years.