Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 5)
 
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, 17th Floor
New York, NY 10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
 
January 11, 2008
  
 
(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. ¨
 
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 (the “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).

 
Page 1 of 7 Pages
 
 
SCHEDULE 13D
 
CUSIP No.   45337C102      
  
Page   2   of   7  Pages
 
           
1   NAMES OF REPORTING PERSONS:

Julian C. Baker
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
77,917
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY  
10,691,463
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
77,917
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
10,691,463
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
10,769,380
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
12.5%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN


 
Page 2 of 7 Pages
 
 
SCHEDULE 13D
 
CUSIP No.   45337C102      
  
Page   3   of   7  Pages
 
           
1   NAMES OF REPORTING PERSONS:

Felix J. Baker
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o 
  (b)   x 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
0
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY  
10,691,463
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
0
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
10,691,463
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
10,691,463
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
12.4%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

 
Page 3 of 7 Pages
 
 
This Amendment No. 5 to Schedule 13D 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 heretofore amended and supplemented, remain in full force and effect.
 
Item 5. Interest in Securities of the Issuer.
 
Set forth below is the aggregate number of shares of Common Stock held, including shares that maybe acquired upon conversion of 3.5% Convertible Subordinated Notes due 2011 at the presently applicable conversion price of $11.2185 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 86,017,304 shares outstanding as reported on the company’s SEC Form 10Q filed on November 1, 2007.
 
Such percentage figures are calculated on the basis that the Convertible Subordinated Notes owned by the Reporting Persons and Stock Options are deemed converted into shares of Common Stock but other outstanding Senior Convertible Notes and Stock Options are not deemed converted or exercised.
 
Name
  
Number of
Shares
  
Percent of Class
Outstanding
  
Baker Bros. Investments I, L.P.
    
144,314
    
0.2
%
Baker Bros. Investments II, L.P.
    
165,714
    
0.2
%
Baker Biotech Fund I, L.P.
    
3,727,838
    
4.3
%
Baker Brothers Life Sciences, L.P.
    
6,361,432
    
7.4
%
14159, L.P.
    
130,425
    
0.2
%
Baker/ Tisch Investments, L.P.
    
128,330
    
0.1
%
FBB Associates
    
33,410
    
0.0
%
Julian Baker
    
77,917
    
0.1
%
Total
    
10,769,380
    
12.5
%

 
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 such entities 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.
 
The following transactions in Common Stock were effected by the entities noted below during the four days preceding the filing of this statement. None of the reporting Persons has effected any other transactions in Common Stock during this period.

 
Page 4 of 7 Pages
 

Name
Date
Number of Shares
Transaction
Price/ Share
Baker Brothers Investments II, L.P.
1/8/2008
1,252
Purchase
10.8940
Baker Biotech Fund I, L.P.
1/8/2008
181,168
Purchase
10.8940
Baker Brothers Life Sciences, L.P.
1/8/2008
458,644
Purchase
10.8940
14159, L.P.
1/8/2008
14,569
Purchase
10.8940
Baker/ Tisch Investments, L.P.
1/8/2008
9,576
Purchase
10.8940
Baker Brothers Investments II, L.P.
1/8/2008
66
Purchase
9.9956
Baker Biotech Fund I, L.P.
1/8/2008
9,541
Purchase
9.9956
Baker Brothers Life Sciences, L.P.
1/8/2008
24,154
Purchase
9.9956
14159, L.P.
1/8/2008
768
Purchase
9.9956
Baker/ Tisch Investments, L.P.
1/8/2008
504
Purchase
9.9956
Baker Brothers Investments II, L.P.
1/9/2008
247
Purchase
10.9428
Baker Biotech Fund I, L.P.
1/9/2008
35,783
Purchase
10.9428
Baker Brothers Life Sciences, L.P.
1/9/2008
90,591
Purchase
10.9428
14159, L.P.
1/9/2008
2,878
Purchase
10.9428
Baker/ Tisch Investments, L.P.
1/9/2008
1,892
Purchase
10.9428
Baker Brothers Investments II, L.P.
1/10/2008
3
Purchase
11.0050
Baker Biotech Fund I, L.P.
1/10/2008
490
Purchase
11.0050
Baker Brothers Life Sciences, L.P.
1/10/2008
1,241
Purchase
11.0050
14159, L.P.
1/10/2008
40
Purchase
11.0050
Baker/ Tisch Investments, L.P.
1/10/2008
26
Purchase
11.0050
Baker Brothers Investments II, L.P.
1/11/2008
84
Purchase
10.9363
Baker Biotech Fund I, L.P.
1/11/2008
12,120
Purchase
10.9363
Baker Brothers Life Sciences, L.P.
1/11/2008
30,682
Purchase
10.9363
14159, L.P.
1/11/2008
973
Purchase
10.9363
Baker/ Tisch Investments, L.P.
1/11/2008
641
Purchase
10.9363

 
Page 5 of 7 Pages
 

Exhibit 4. Agreement regarding the joint filing of this statement.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
January 11, 2008

 
By: /s/ Julian C. Baker                     
 
       Julian C. Baker
   
 
By: /s/ Felix J. Baker                        
 
       Felix J. Baker
 
 
Page 6 of 7 Pages