Filing Details
- Accession Number:
- 0000902664-25-001327
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-02 19:00:00
- Filed By:
- Hillhouse Capital Management
- Company:
- Beigene Ltd. (NASDAQ:BGNE)
- Filing Date:
- 2025-03-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| HHLR Advisors, Ltd. | 0 | 92,805,741 | 0 | 92,805,741 | 92,805,741 | 6.7% |
| Hillhouse Investment Management, Ltd. | 0 | 92,805,741 | 0 | 92,805,741 | 92,805,741 | 6.7% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
BeiGene, Ltd. (Name of Issuer) |
Ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
07725L102 (CUSIP Number) |
Richard A. Hornung Office #122, Windward 3 Building, Regatta Office Park, West Bay Road Grand Cayman, E9, KY1-9006 656-603-0860 Ele Klein & Adriana Schwartz 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) |
03/03/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 07725L102 |
| 1 |
Name of reporting person
HHLR Advisors, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
92,805,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Consists of (i) 79,357,423 ordinary shares held by a fund managed by HHLR (as defined below), of which 3,771,300 ordinary shares are held in the form of 290,100 ADSs and (ii) 13,448,318 ordinary shares held by a fund managed by HIM (as defined below), of which 13,445,978 ordinary shares are held in the form of 1,034,306 ADSs. HHLR and HIM are under common control and share certain policies, personnel and resources.
SCHEDULE 13D
|
| CUSIP No. | 07725L102 |
| 1 |
Name of reporting person
Hillhouse Investment Management, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
92,805,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Consists of (i) 79,357,423 ordinary shares held by a fund managed by HHLR, of which 3,771,300 ordinary shares are held in the form of 290,100 ADSs and (ii) 13,448,318 ordinary shares held by a fund managed by HIM, of which 13,445,978 ordinary shares are held in the form of 1,034,306 ADSs. HHLR and HIM are under common control and share certain policies, personnel and resources.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
BeiGene, Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE, CAMANA BAY, GRAND CAYMAN,
CAYMAN ISLANDS
, KY1-1108. | |
Item 1 Comment:
This Amendment No. 6 ("Amendment No. 6") amends the statement on Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") (as previously filed and amended and amended further hereby, the "Schedule 13D") with respect to the ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of BeiGene, Ltd., an exempted Cayman Islands company (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends and restates Items 5 (a)-(c) as set forth below. | ||
| 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 each Reporting Person. The percentage used in this Schedule 13D is calculated based upon 1,393,867,704 Ordinary Shares outstanding as of February 20, 2025, as reported in the Issuer's Amendment No. 2 to the Registration Statement on Form S-4, filed with the Securities and Exchange Commission on February 28, 2025. | |
| (b) | See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which each 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) | On March 3, 2025, HHLR Fund sold 2,480,000 ADSs pursuant to a block trade with Goldman Sachs & Co. LLC at a price of $244.50 per ADS. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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