Beigene Ltd (ADR) (NASDAQ:BGNE) has recently been included in a 13D filed by billionaire Lei Zhang‘s Hillhouse Capital Management with the US Securities and Exchange Commission. The filing showed that Hillhouse currently owns around 39.73 million shares of Beigene, which represent 9.29% of the company’s outstanding stock. Beigene is a $911 million biopharmaceutical company that went public at the beginning of February. In addition, Hillhouse said in the filing that its employee Yi Qingqing serves on Beigene’s board of directors.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hillhouse Capital Management, Ltd | 39,726,779 | 0 | 39,726,779 | 0 | 39,726,779 | 9.29% |
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Page 1 of 5 SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No.)* | |
| BeiGene, | |
| (Name of Issuer) | |
| Ordinary | |
| (Title of Class of Securities) | |
| 07725L102 | |
| (CUSIP Number) | |
| Richard A. Cayman Corporate Centre, 3rd Floor 18 Fort Street George Town, Grand Cayman 345-749-8642 With a copy to: Eleazer N. Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| February | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 5 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 5 SEC Filing
| 1 | NAME OF REPORTING PERSON Hillhouse Capital Management, Ltd. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF (See Item 3) | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 39,726,779 Ordinary Shares* | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 39,726,779 Ordinary Shares* | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 39,726,779 Ordinary Shares* | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.29% (See Item 5) | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
* Consists of (i) 644,000 ADSs, representing 8,372,000
Ordinary Shares, held by Gaoling Fund, L.P., (ii) 56,000 ADSs, representing 728,000 Ordinary Shares, held by
YHG Investment, L.P., and (ii) 30,626,779 Ordinary Shares held by BGN Holdings Limited.
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Page 3 of 5 SEC Filing
| Item 1. | Security and Issuer |
| This Schedule 13D relates to the Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares“) of BeiGene, Ltd., an exempted Cayman Islands company (the “Issuer“), the principal executive offices of which are located at c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands. |
| Item 2. | Identity and Background |
| This Schedule 13D is filed by Hillhouse Capital Management, The principal business of Hillhouse Capital is investment management During the past five years neither the Reporting Person nor, to The filing of this statement should not be construed as an admission |
| Item 3. | Source and Amounts of Funds or Other Consideration |
| The Hillhouse Entities used internally generated funds to purchase securities of the Issuer. The Hillhouse Entities used a total of $45,300,000 in the aggregate, excluding brokerage commissions, to acquire the Ordinary Shares and ADSs reported in this Schedule 13D. |
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Page 4 of 5 SEC Filing
| Item 4. | Purpose of Transaction |
| The Reporting Person acquired the Ordinary Shares to which this Schedule 13D relates for investment purposes in the ordinary course of business, and not with the purpose nor with the effect of changing or influencing the control or management of the Issuer. An employee of the Reporting Person, Yi Qingqing, serves as a director on the board of directors of the Issuer. | |
| Except as disclosed in this Schedule 13D, the Reporting Person currently has no plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, however, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect to those items and/or may determine to acquire additional securities of the Issuer or dispose of or hedge its investment in securities of the Issuer. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person. The percentage used in this Schedule 13D is calculated based upon 427,442,865 Ordinary Shares that are outstanding as of February 11, 2016 according to information provided by the Issuer to the Reporting Person in writing. |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | 14,814,814 Series A Preferred Shares of the Issuer and 15,811,965 Series A-2 Preferred Shares of the Issuer previously held by BGN automatically converted into an aggregate of 30,626,779 Ordinary Shares upon the closing of the Issuer’s initial public offering on February 8, 2016. In addition, Gaoling and YHG purchased an aggregate of 700,000 ADSs in the Issuer’s initial public offering at a price equal to $24.00 per ADS. |
| (d) | No person other than the Hillhouse Entities is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Ordinary Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| None. |
| Item 7. | Material to be Filed as Exhibits |
| None. | |
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Page 5 of 5 SEC Filing
SIGNATURE
After reasonable inquiry and to the best of
my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.
Date: February 18, 2016
| HillHOUSE CAPITAL MANAGEMENT,
|
| /s/ Richard A. Hornung |
| Name: Richard A. Hornung Title: General Counsel and Chief Compliance Officer |
