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Filing Details

Accession Number:: 0001638599-20-000941
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-04 17:24:11
Reporting Period:: 2020-12-04

Accepted Time:: 2020-12-04 17:24:11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651308	Beigene Ltd.	BGNE	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
American Depositary Shares	Disposition	2020-10-13	13,516	$0.00	10,418	No	5	G	Direct
American Depositary Shares	Disposition	2020-10-13	13,516	$0.00	10,418	No	5	G	Direct
American Depositary Shares	Disposition	2020-12-04	125,513	$220.50	979,003	No	4	S	Indirect	See Footnotes
American Depositary Shares	Disposition	2020-12-04	1,386,033	$220.50	10,811,048	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Direct
No	5	G	Direct
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Ordinary Shares	1	Direct
Ordinary Shares	1	Direct
Ordinary Shares	18,585	Indirect	See Footnotes
Ordinary Shares	18,589	Indirect	See Footnotes

Footnotes

Ordinary Shares ("Ordinary Shares") of BeiGene, Ltd. (the "Issuer") are convertible into American Depositary Shares of the Issuer ("ADS") on a 13:1 basis.
Ordinary Share held directly by Felix J. Baker.
Ordinary Share held directly by Julian C. Baker.
ADS held directly by Julian C. Baker.
ADS held directly by Felix J. Baker.
As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP),LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, ("Life Sciences", and together with 667, the "Funds"), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
667 and Life Sciences entered into an underwriting agreement with an underwriter pursuant to which they sold 125,513 and 1,386,033 ADS, respectively to the underwriter at a price of $220.50 per ADS (net of underwriting discounts) in transactions that closed on December 4, 2020.
Includes beneficial ownership of 9,282 Ordinary Shares received from vested restricted share units convertible solely into Ordinary Shares of the Issuer ("RSUs") each previously granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser, in their capacity as directors of the Issuer. Michael Goller and Ranjeev Krishana serve on the board of directors of the Issuer (the "Board") as representatives of the Funds.
Pursuant to the policies of the Adviser, Michael Goller and Ranjeev Krishana do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the Ordinary Shares received upon vesting of RSUs and non-qualified share options convertible solely into Ordinary Shares of the Issuer ("Share Options") received as a result of their service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Ordinary Shares received upon vesting of RSUs, Share Options, and Ordinary Shares received upon the exercise of Share Options (i.e. no direct pecuniary interest).
Pursuant to agreements between Michael Goller and Ranjeev Krishana and the Adviser, the Adviser has voting and dispositive power over the Share Options, Ordinary Shares received upon vesting of RSUs and any Ordinary Shares received as a result of the exercise of Share Options.