Page 8 of 11 – SEC Filing
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
The disclosure regarding the purchases in Item 4 below is incorporated
herein by reference.
| Item 4. | Purpose of the Transaction. |
Item 4 of Schedule 13D is supplemented and amended, as the case
may be, as follows:
On January 17, 2018, BeiGene Ltd. (“the Issuer”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., Morgan Stanley
& Co. LLC, Cowen and Company, LLC and Leerink Partners LLC, as representatives of the several underwriters listed on Schedule
I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 7,425,750 American Depositary
Shares (“ADS”) of the Issuer’s at a price to the public of $101.00 per ADS. Each ADS represents 13 ordinary shares
of the Issuer (“Ordinary Shares”). In addition, the Issuer granted the Underwriters an option exercisable for 30 days
from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions,
up to an additional 495,050 ADS to cover overallotments, if any. The Offering is expected to close on January 22, 2018.
Pursuant to the Offering, on January 18, 2018, 667 and Life
Sciences purchased 335,050 and 1,645,148 ADS of the Issuer, respectively, at the offering price of $101.00 per share, totaling
1,980,198 shares in the aggregate. Each of 667 and Life Sciences purchased ADS of the Issuer’s with their working capital.
The Funds hold securities of the Issuer for investment purposes.
The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at
varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability
of shares of common stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other
business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions
of the Board and management of the Issuer, the availability and nature of opportunities to dispose of securities of the Issuer
and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the
Issuer, which could include items in subparagraphs (a) through (j) of Schedule 13D.
Depending upon their assessments of the above factors, the Reporting
Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions
to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer (by means of open
market purchases, privately negotiated purchases, or otherwise) or to dispose of some or all of the securities of the Issuer under
their control.
Except as otherwise disclosed herein, at the present time,
the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the
Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
