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

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Page 6 of 10 SEC Filing

Schedule 13D

ITEM 1. Security and Issuer.

The
class of equity securities to which this statement on Schedule 13D relates is the Ordinary Shares, par value
$0.0001per share (the “Ordinary Shares”) of BeiGene Ltd., a corporation
organized under the laws of the Cayman Islands (the “Issuer”). The address of the principal executive offices of the
Issuer is c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman
Islands
. Information given in response to each item shall be deemed
incorporated by reference in all other items, as applicable.

 

ITEM 2. Identity and Background.

 

(a) The Reporting Persons are:

1. Baker
Bros. Advisors LP (the “Adviser”)
2. Baker
Bros. Advisors (GP) LLC (the “Adviser GP”)
3. Felix
J. Baker
4. Julian
C. Baker

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

c/o Baker Bros. Advisors LP

667 Madison Avenue, 21st Floor

New York, NY 10065

(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.

(d) and (e) During the past five years, none of the Reporting
Persons nor any of the Funds (as defined below) 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.
The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration

The disclosure in Item 4 below is incorporated herein by reference.

The securities of the Issuer reported herein were purchased
and acquired by 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”) with the working capital of the Funds both
in transactions with the underwriters (as described below) and as a result of conversions and exercise of securities formerly acquired
in private transactions directly with the Issuer. The aggregate purchase price of the securities of the Issuer directly held by
the Funds was approximately $114,091,819.

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