Incyte Corp (INCY) board rep logs 421-share RSU fee grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BAKER BROS. ADVISORS LP reported acquisition or exercise transactions in this Form 4 filing.
INCYTE CORP director representative entities reported a small equity award related to board compensation. A single grant of 421 restricted stock units (RSUs) of Common Stock was issued under Incyte's Amended and Restated 2010 Stock Incentive Plan in lieu of quarterly director retainer fees of $40,500 for Julian C. Baker’s board service. The RSUs are fully vested and are reported for each of 667, L.P. and Baker Brothers Life Sciences LP because each fund has an indirect pecuniary interest, while Baker Bros. Advisors LP has voting and dispositive power over the compensation shares pursuant to its policies.
Positive
- None.
Negative
- None.
Insights
Filing shows a routine, compensation-related RSU award with indirect fund interests.
The Form 4 records a grant of 421 RSUs of INCYTE CORP Common Stock issued as quarterly director compensation to Julian C. Baker. The award replaces $40,500 in cash fees and is fully vested, indicating standard equity-based board pay.
The RSUs are reported for each Baker-affiliated fund because 667, L.P. and Baker Brothers Life Sciences LP each hold an indirect pecuniary interest. Footnotes explain that Baker Bros. Advisors LP holds investment and voting power, while Julian and Felix Baker largely disclaim beneficial ownership beyond their economic stake. No open-market buying or selling is reported here.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
BAKER BROS. ADVISORS LP, 667, L.P., Baker Bros. Advisors (GP) LLC, Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 421 | $0.00 | -- |
| Grant/Award | Common Stock | 421 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 2,818,039 shares (Indirect, See Footnotes);
Common Stock — 278,773 shares (Direct)
Footnotes (1)
- Includes 421 shares of common stock ("Common Stock") of Incyte Corporation (the "Issuer") issued to Julian C. Baker pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Stock Incentive Plan") in lieu of quarterly director retainer fees of $40,500. The shares of Common Stock are fully vested. Julian C. Baker serves on the Issuer's board of directors (the "Board") as a representative of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Includes beneficial ownership of 14,684 shares of Common Stock previously issued to Julian C. Baker pursuant to the Stock Incentive Plan in lieu of director retainer fees, 12,204 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU"), 2,518 shares of Common Stock underlying unvested RSUs and 230,000 shares of Common Stock received previously from the exercise of 230,000 non-qualified stock options exercisable solely into Common Stock ("Stock Options") that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the Funds are deemed to own a portion. Pursuant to the policies of the Adviser, Julian C. Baker does not have a right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in such securities. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares of Common Stock, Stock Options, Common Stock issued upon exercise of Stock Options, RSUs and Common Stock received upon vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. The acquisitions of RSUs reported on this form represent a single grant of 421 RSUs on Table I. The 421 RSUs are reported for each of the Funds as each has an indirect pecuniary interest in such securities. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Common Stock directly held by Julian C. Baker, a managing member of the Adviser GP. Common Stock directly held by Felix J. Baker, a managing member of the Adviser GP. Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Key Figures
RSU grant size: 421 shares
Director fees replaced: $40,500
667, L.P. holdings: 2,818,039 shares
+4 more
7 metrics
RSU grant size
421 shares
RSUs issued in lieu of quarterly director retainer fees
Director fees replaced
$40,500
Quarterly director retainer fees swapped for RSU grant
667, L.P. holdings
2,818,039 shares
Common Stock indirectly reported after the transaction
Life Sciences LP holdings
28,188,718 shares
Common Stock indirectly reported after the transaction
Julian C. Baker direct holdings
278,773 shares
Common Stock directly held after the transaction
Felix J. Baker direct holdings
281,190 shares
Common Stock directly held after the transaction
FBB Associates holdings
33,410 shares
Common Stock directly held by FBB Associates
Key Terms
restricted stock units, pecuniary interest, Amended and Restated 2010 Stock Incentive Plan, non-qualified stock options, +2 more
6 terms
restricted stock units financial
"Includes beneficial ownership of 12,204 shares of Common Stock received previously from vested restricted stock units payable solely in Common Stock (each an "RSU")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pecuniary interest financial
"may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I"
Amended and Restated 2010 Stock Incentive Plan financial
"issued to Julian C. Baker pursuant to the Issuer's Amended and Restated 2010 Stock Incentive Plan (the "Stock Incentive Plan")"
non-qualified stock options financial
"230,000 shares of Common Stock received previously from the exercise of 230,000 non-qualified stock options exercisable solely into Common Stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
voting and dispositive power financial
"the Adviser has voting and dispositive power over the Common Stock received in lieu of director retainer fees, Stock Options, RSUs"
beneficial ownership financial
"disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
