Page 6 of 9 – SEC Filing
Amendment No. 2
This Amendment No. 2 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”),
14159, L.P. (“14159”), and 667, L.P. (“667”, and together with Life Sciences and 14159, 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 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 August 10, 2017, BeiGene Ltd. (“the Issuer”) entered
into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Goldman, Sachs &
Co. and Cowen and Company, LLC, as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”),
related to a public offering (the “Offering”) of 2,465,000 American Depositary Shares (“ADS”) of the Issuer’s
at a price to the public of $71.00 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 369,750 ADS to cover
overallotments, if any. The Offering is expected to close on August 16, 2017.
Pursuant to the Offering, on August 11, 2017, 667 and Life Sciences
purchased 17,777 and 158,279 ADS of the Issuer, respectively, at the offering price of $71.00 per share, totaling 176,056 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.
