13D Filing: Baker Bros. Advisors and Beigene Ltd (ADR) (BGNE)

Amendment No. 3

 

This Amendment No. 3 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by
Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker
and Felix J. Baker. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force
and effect.

The Adviser GP is the sole general partner of the Adviser.
Pursuant to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”)
and 667, L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners,
the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment
and voting power of securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with
respect to the Funds’ investments and voting power over investments.

 

Item 2.

Identity and Background.

(a) The Reporting Persons are:

1.

The Adviser

2.

The Adviser GP

3.

Felix J. Baker

4.

Julian C. Baker

5.

FBB3 LLC (“FBB3”)

(b) The business address of each of the Reporting Persons is:

c/o Baker Bros. Advisors LP

860 Washington Street, 3rd Floor

New York, NY 10014

(212) 339-5690

(c) The Adviser is an entity engaged in investment activities,
and the Adviser GP is in the business of acting as its general partner and, through the Adviser, investment activities. The principal
business of each of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser GP. The principal business
of FBB3 is to engage in investment activities.  Julian C. Baker and Felix J. Baker are the sole managers of FBB3 and by policy
they do not transact in or vote the securities of the Issuer held by FBB3.

(d) and (e) During the past five years, none of the Reporting
Persons nor any of the Funds has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Adviser GP is a limited liability company organized
under the laws of the State of Delaware. The Adviser is a limited partnership organized under the laws of the State of Delaware.
FBB3 is a limited liability company organized under the laws of the state of Delaware. The citizenship of each of Julian C. Baker
and Felix J. Baker is the United States of America.