FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BAKER JULIAN   2. Issuer Name and Ticker or Trading Symbol INCYTE CORP [INCY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 667 MADISON AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2017 (Street) NEW YORK, NY 10065 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               58,632 (1) D   Common Stock               61,049 (2) D   Common Stock               33,410 I See Footnote (3) Common Stock 02/17/2017   A   491,338 A (5) 3,851,178 I See Footnote (4) (5) (13) (14) Common Stock 02/17/2017   A   502,779 A (5) 4,353,957 I See Footnote (4) (5) (6) (13) (14) Common Stock 02/17/2017   A   4,487,412 A (7) 24,245,586 I See Footnote (4) (7) (13) (14) Common Stock 02/17/2017   A   4,896,067 A (7) 29,141,653 I See Footnote (4) (7) (8) (9) (13) (14) Common Stock 02/17/2017   A   111,514 A (10) 645,423 I See Footnote (4) (10) (13) (14) Common Stock 02/17/2017   A   121,672 A (10) 767,095 I See Footnote (4) (10) (11) (13) (14)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

0.375% Convertible Senior Note due 2018

$ 51.758

02/17/2017

D

25,000,000

(12)

11/15/2018

Common Stock

491,338

(5)

0

I

See Footnote (4)

1.25% Convertible Senior Note due 2020

$ 51.758

02/17/2017

D

25,000,000

(12)

11/15/2020

Common Stock

502,779

(5)

0

I

See Footnote (4)

0.375% Convertible Senior Note due 2018

$ 51.758

02/17/2017

D

228,326,000

(12)

11/15/2018

Common Stock

4,487,412

(7)

0

I

See Footnote (4)

1.25% Convertible Senior Note due 2020

$ 51.758

02/17/2017

D

243,450,000

(12)

11/15/2020

Common Stock

4,896,067

(7)

0

I

See Footnote (4)

0.375% Convertible Senior Note due 2018

$ 51.758

02/17/2017

D

5,674,000

(12)

11/15/2018

Common Stock

111,514

(10)

0

I

See Footnote (4)

1.25% Convertible Senior Note due 2020

$ 51.758

02/17/2017

D

6,050,000

(12)

11/15/2020

Common Stock

121,672

(10)

0

I

See Footnote (4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
667, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
Baker Brothers Life Sciences LP 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065	X	X
Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY New York	X	X

Signatures

/s/ Julian C. Baker		02/22/2017
**Signature of Reporting Person		Date
/s/ Felix J. Baker		02/22/2017
**Signature of Reporting Person		Date
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing		02/22/2017
**Signature of Reporting Person		Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing		02/22/2017
**Signature of Reporting Person		Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P Name:Scott L. Lessing, Title: President /s/		02/22/2017
**Signature of Reporting Person		Date
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing		02/22/2017
**Signature of Reporting Person		Date
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing		02/22/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Reflects shares of common stock of Incyte Corporation (the "Issuer") held directly by Julian C. Baker.
(2)	Reflects shares of common stock of the Issuer held directly by Felix J. Baker.
(3)	Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in 33,410 shares of common stock of the Issuer 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.
(4)	On February 17, 2017, the Issuer entered into a letter agreement with 667, L.P. ("667"), Baker Brothers Life Sciences, L.P. ("Life Sciences") and 14159, L.P. ("14159" and together with 667 and Life Sciences, the "Funds") for the exchange of $533.5 million aggregate principal amount of its convertible senior notes ("Exchange Agreement") consisting of $259 million aggregate principal amount of 0.375% convertible Senior Notes due November 15, 2018 (the "2018 Notes") and $274.5 million aggregate principal amount of 1.25% convertible senior notes due November 15, 2020 (the "2020 Notes") in exchange for an aggregate of 10,610,782 shares of common stock of the Issuer. The shares of common stock of the Issuer issued in exchange for the 2018 and 2020 Notes represent the number of shares into which these notes were convertible together with an additional negotiated number of shares.
(5)	Pursuant to the Exchange Agreement, 667 exchanged $25,000,000 principal amount of 2018 Notes for 491,338 shares of common stock of the Issuer and exchanged $25,000,000 principal amount of 2020 Notes for 502,779 shares of common stock of the Issuer.
(6)	Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 4,353,957 shares of common stock of the Issuer beneficially owned by 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
(7)	Pursuant to the Exchange Agreement, Life Sciences exchanged $228,326,000 principal amount of 2018 Notes for 4,487,412 shares of common stock of the Issuer and exchanged $243,450,000 principal amount of 2020 Notes for 4,896,067 shares of common stock of the Issuer.
(8)	Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 29,141,653 shares of common stock of the Issuer beneficially owned by 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
(9)	Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
(10)	Pursuant to the Exchange Agreement, 14159 exchanged $5,674,000 principal amount of 2018 Notes for 111,514 shares of common stock of the Issuer and exchanged $6,050,000 principal amount of 2020 Notes for 121,672 shares of common stock of the Issuer.
(11)	Following the transactions reported herein, as a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 767,095 shares of common stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. Includes beneficial ownership of 1,418 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees and 75,000 shares received previously from exercise of 75,000 stock options of the Issuer that were issued to Julian C. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
(12)	Immediately
(13)	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 by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner.
(14)	Julian C. Baker and Felix J. Baker are principals 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 by 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 by 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 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.
Remarks: Julian C. Baker is a director of Incyte Corporation (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.

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