SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Friedman Steven M.

(Last)

(First)

(Middle)

EXPERIMENTAL STATION

ROUTE 141 AND HENRY CLAY RD

(Street)

WILMINGTON

19880

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/27/2009

3. Issuer Name and Ticker or Trading Symbol
INCYTE CORP [ INCY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Biology & Preclinical Dev

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	54,389	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option	⁽¹⁾	02/26/2012	Common Stock	100,168	$11.06	D
Incentive Stock Option	⁽¹⁾	02/26/2012	Common Stock	29,832	$11.06	D
Non-Qualified Stock Option	⁽²⁾	11/06/2012	Common Stock	53,473	$5.97	D
Incentive Stock Option	⁽²⁾	11/06/2012	Common Stock	1,527	$5.97	D
Non-Qualified Stock Option	⁽³⁾	02/12/2014	Common Stock	23,324	$8.19	D
Incentive Stock Option	⁽³⁾	02/12/2014	Common Stock	21,676	$8.19	D
Non-Qualified Stock Option	⁽⁴⁾	01/17/2015	Common Stock	60,000	$8.99	D
Non-Qualified Stock Option	⁽⁵⁾	01/12/2016	Common Stock	27,310	$5.46	D
Incentive Stock Option	⁽⁵⁾	01/12/2016	Common Stock	32,690	$5.46	D
Non-Qualified Stock Option	⁽⁶⁾	02/11/2014	Common Stock	53,728	$7.09	D
Incentive Stock Option	⁽⁶⁾	02/11/2014	Common Stock	6,272	$7.09	D
Non-Qualified Stock Option	⁽⁷⁾	02/07/2015	Common Stock	83,917	$11.98	D
Incentive Stock Option	⁽⁷⁾	02/07/2015	Common Stock	11,083	$11.98	D

Explanation of Responses:

1. Beginning February 27, 2002, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.

2. Beginning November 7, 2002, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.

3. Beginning February 13, 2004, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.

4. Beginning January 18, 2005, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.

5. Beginning January 13, 2006, options become exercisable in 37 installments, with the first installment of 25% vesting after one year and the remainder vesting monthly over three years.

6. Beginning February 12, 2007, options become exercisable in 25 installments, with the first installment of 33.33% vesting after one year and the remainder vesting monthly over two years.

7. Beginning February 8, 2008, options become exercisable in 25 installments, with the first installment of 33.33% vesting after one year and the remainder vesting monthly over two years.

	/s/ Steven M. Friedman	01/29/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.