INCYTE CORP — Director's Dealing 2023

Jan 24, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INCYTE CORP (INCY)
CIK: 0000879169
Period of Report: 2023-01-20

Reporting Person: Dhanak Dashyant (EVP & Chief Scientific Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-20	Common Stock	A	4980	$0.00	Acquired	55682	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-20	Employee Stock Option (right to buy)	$83.20	A	16128	Acquired	2033-01-19	Common Stock (16128)	Direct

Footnotes

F1: Represents shares of common stock underlying performance shares earned upon the achievement of performance criteria determined to be satisfied on January 20, 2023. The earned shares will vest on the third anniversary of the July 2, 2020 grant date, subject to the Reporting Persons continued service with the Issuer. Each performance share represents the right to receive one or more shares of common stock based on, and subject to, the achievement of specified financial and development performance criteria determined by the Issuers Compensation Committee in January 2020 as set forth in the Performance Share Award Agreement. The number of shares of common stock that the Reporting Person is entitled to receive over the three year performance period ranges from 0% to 175% of the number of performance shares awarded.

F2: This includes an aggregate of 41,531 shares of common stock issuable pursuant to previously reported restricted stock units and earned performance stock units that have not vested. The aggregate amount also includes the additional Performance Stock Units earned on January 20, 2023.

F3: Beginning January 20, 2023, options become exercisable in 37 installments, with the first 25% vesting on July 2, 2023 and the remainder vesting monthly over three years.