Page 7 of 10 SEC Filing
Item 4. Purpose of the Transaction.
On February 3, 2016, 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 Robert W. Baird & Co. Incorporated (the “Underwriters”), related to an
initial public offering (the “IPO”) of 6,600,000 American Depository Shares (“ADS”) of the Issuer at a
price to the public of $24.00 per share. Each ADS represents 13 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 990,000 ADS to cover overallotments, if any. The IPO closed on February
8, 2016.
Pursuant to the IPO, on February 8, 2016, 667 and Life Sciences
purchased 189,374 and 1,723,306 ADS, respectively, at the offering price of $24.00 per share, totaling 1,912,680 ADS in the aggregate.
Each of 667 and Life Sciences purchased the ADS with their working capital.
On February 8, 2016, upon the closing of the IPO, 667, Life
Sciences and 14159 acquired 4,382,118, 44,572,171 and 582,747 Ordinary Shares, respectively, resulting from the conversion of Series
A Preferred Shares of the Issuer (“Preferred Series A”). Additionally, Life Sciences and 667 acquired 1,912,167 and
26,292,961 Ordinary Shares, respectively, resulting from the conversion of Series A-2 Preferred Shares of the Issuer (“Preferred
Series A-2”) The Preferred Series A and Preferred Series A-2 converted automatically upon the closing of the IPO for no consideration
on a 1 for 1 basis.
On February 8, 2016, the Funds exercised their warrants to purchase
Ordinary shares of the Issuer (“Warrants”) at an exercise price of $0.675 per ordinary share. 667, Life Sciences, and
14159 exercised 238,850, 2,296,890 and 56,853 Warrants, respectively, for an exercise price of $0.675 per Warrant using their working
capital.
Michael Goller and Ranjeev Krishana, employees of the Adviser,
have served on the Board of Directors of the Issuer (the “Board”) since April 21, 2015 and October 7, 2014, respectively.
Prior to serving on the Board, Michael Goller was a Board observer. Michael Goller and Ranjeev Krishana currently serve on the
Board as representatives of the Funds. The policy of the Funds and the Adviser does not permit principals or employees of the Adviser
to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in
any compensation received for their service.
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.
