Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)
 
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)
     
 
December 10, 2007
  
 
(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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Julian C. Baker
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
77,917
8
SHARED VOTING POWER
8,727,742
9
SOLE DISPOSITIVE POWER
77,917
10
SHARED DISPOSITIVE POWER
8,727,742
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,805,659
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Felix J. Baker
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
8,727,742
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
8,727,742
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,727,742
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)    x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14
TYPE OF REPORTING PERSON (See Instructions)
IN


Page 3 of  7 Pages


This Amendment No. 3 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.

   
Percent of class
 Name
Number of Shares
Outstanding
Baker Bros. Investments, L.P.
144,314
0.2
%
Baker Bros. Investments II, L.P.
162,020
0.3
%
Baker Biotech Fund I, L.P.
3,193,025
3.7
%
Baker Brothers Life Sciences, L.P.
5,007,499
5.8
%
14159, L.P.
87,412
0.1
%
FBB Associates   33,410
0.0
% 
Baker/Tisch Investments, L.P.
100,062
0.1
%
Julian C. Baker
77,917
0.0
%
Total
8,805,659
10.2
%
 
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 seventeen 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.
11/26/2007
230
Purchase
7.9389
Baker Brothers Life Sciences, L.P.
11/26/2007
85,927
Purchase
7.9389
Baker Biotech Fund I, L.P.
11/26/2007
15,282
Purchase
7.9389
14159, L.P.
11/26/2007
2,715
Purchase
7.9389
Baker Brothers Investments II, L.P.
11/27/2007
530
Purchase
7.9972
Baker Brothers Life Sciences, L.P.
11/27/2007
198,138
Purchase
7.9972
Baker Biotech Fund I, L.P.
11/27/2007
35,237
Purchase
7.9972
14159, L.P.
11/28/2007
6,262
Purchase
7.9972
Baker Brothers Investments II, L.P.
11/28/2007
342
Purchase
8.3963
Baker Brothers Life Sciences, L.P.
11/28/2007
127,875
Purchase
8.3963
Baker Biotech Fund I, L.P.
11/28/2007
22,741
Purchase
8.3963
14159, L.P.
11/28/2007
4,042
Purchase
8.3963
Baker Brothers Investments II, L.P.
11/29/2007
47
Purchase
8.5788
Baker Brothers Life Sciences, L.P.
11/29/2007
17,572
Purchase
8.5788
Baker Biotech Fund I, L.P.
11/29/2007
3,125
Purchase
8.5788
14159, L.P.
11/29/2007
556
Purchase
8.5788
Baker Brothers Investments II, L.P.
11/30/2007
147
Purchase
8.5909
Baker Brothers Life Sciences, L.P.
11/30/2007
54,899
Purchase
8.5909
Baker Biotech Fund I, L.P.
11/30/2007
9,764
Purchase
8.5909
14159, L.P.
11/30/2007
1,734
Purchase
8.5909
Baker Brothers Investments II, L.P.
12/3/2007
64
Purchase
8.9617
Baker Brothers Life Sciences, L.P.
12/3/2007
23,842
Purchase
8.9617
Baker Biotech Fund I, L.P.
12/3/2007
4,241
Purchase
8.9617
14159, L.P.
12/3/2007
753
Purchase
8.9617
Baker Brothers Investments II, L.P.
12/4/2007
153
Purchase
8.9818
Baker Brothers Life Sciences, L.P.
12/4/2007
57,303
Purchase
8.9818
Baker Biotech Fund I, L.P.
12/4/2007
19,593
Purchase
8.9818
Baker/ Tisch Investments, L.P.
12/4/2007
1,139
Purchase
8.9818
14159, L.P.
12/4/2007
1,812
Purchase
8.9818
Baker Brothers Investments II, L.P.
12/10/2007
296
Purchase
9.5443
Baker Brothers Life Sciences, L.P.
12/10/2007
108,461
Purchase
9.5443
Baker Biotech Fund I, L.P.
12/10/2007
42,843
Purchase
9.5443
Baker/ Tisch Investments, L.P.
12/10/2007
2,265
Purchase
9.5443
14159, L.P.
12/10/2007
3,445
Purchase
9.5443
Baker Brothers Investments II, L.P.
12/11/2007
240
Purchase
9.872
Baker Brothers Life Sciences, L.P.
12/11/2007
87,770
Purchase
9.872
Baker Biotech Fund I, L.P.
12/11/2007
34,670
Purchase
9.872
Baker/ Tisch Investments, L.P.
12/11/2007
1,832
Purchase
9.872
14159, L.P.
12/11/2007
2,788
Purchase
9.872
Baker Brothers Investments II, L.P.
12/11/2007
182
Purchase
9.8509
Baker Brothers Life Sciences, L.P.
12/11/2007
66,672
Purchase
9.8509
Baker Biotech Fund I, L.P.
12/11/2007
26,336
Purchase
9.8509
Baker/ Tisch Investments, L.P.
12/11/2007
1,392
Purchase
9.8509
14159, L.P.
12/11/2007
2,118
Purchase
9.8509
Baker Brothers Investments II, L.P.
12/12/2007
465
Purchase
10.3849
Baker Brothers Life Sciences, L.P.
12/12/2007
170,512
Purchase
10.3849
Baker Biotech Fund I, L.P.
12/12/2007
67,353
Purchase
10.3849
Baker/ Tisch Investments, L.P.
12/12/2007
3,560
Purchase
10.3849
14159, L.P.
12/12/2007
5,418
Purchase
10.3849
 
 
 
 
 
 

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.
 
December 13, 2007

By: /s/ Julian C. Baker  
Julian C. Baker

By: /s/ Felix J. Baker   
Felix J. Baker


Page 6 of  7  Pages