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Filing Details

Accession Number:: 0001638599-18-000886
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-08-06 17:22:09
Reporting Period:: 2018-08-02

Accepted Time:: 2018-08-06 17:22:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651308	Beigene Ltd.	BGNE	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Acquisiton	2018-08-02	582,200	$108.00	600,791	No	4	P	Indirect	See Footnotes
Ordinary Shares	Acquisiton	2018-08-02	5,231,900	$108.00	5,250,491	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
American Depositary Shares	7,102	Direct
American Depositary Shares	7,102	Direct
American Depositary Shares	1,210,573	Indirect	See Footnotes
American Depositary Shares	10,749,251	Indirect	See Footnotes

Footnotes

Reflects 7,102 American Depositary Shares ("ADS") of BeiGene, Ltd. (the "Issuer") held directly by Julian C. Baker received previously from an in-kind pro rata distribution without consideration.
Reflects 7,102 ADS of the Issuer held directly by Felix J. Baker received previously from an in-kind pro rata distribution without consideration.
Ordinary shares of the Issuer are convertible into ADS on a 13:1 basis.
As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by 667, L.P. ("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.
As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences", together with 667, the "Funds"), 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.
6,533,124 and 73,162,011 Ordinary Shares of the Issuer held by 667 and Life Sciences, respectively were converted into 502,548 and 5,627,847 ADS held by 667 and Life Sciences, respectively, without consideration and without a change in pecuniary interest.
On August 2, 2018, 667 and Life Sciences purchased 582,200 and 5,231,900 Ordinary Shares of the Issuer, respectively in the Issuer's Hong Kong underwritten public offering at a price of HK$108 per Ordinary Share. The Ordinary Shares will trade under the trading symbol 6160 HK.
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 by 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 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.
Includes beneficial ownership of 9,290 restricted share units ("RSU's) convertible solely into Ordinary Shares of the Issuer each previously granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser in their capacity as directors of the Issuer. Michael Goller and Ranjeev Krishana serve on the Board of the Issuer as representatives of the Funds.
Pursuant to the policies of the Adviser, Michael Goller and Ranjeev Krishana do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSU's and non-qualified share options convertible solely into Ordinary Shares of the Issuer ("Share Options") received as a result of their service on the Board. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSU's and Share Options (i.e. no direct pecuniary interest).