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Filing Details

Accession Number:: 0001651308-25-000046
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-03-07 19:24:01
Reporting Period:: 2025-03-05

Filing Date:: 2025-03-07
Accepted Time:: 2025-03-07 19:24:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651308	Beigene Ltd.	BGNE	Pharmaceutical Preparations (2834)	981209416

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1739452	Xiaobin Wu	C/O Mourant Governance Services (Cayman) 94 Solaris Avenue Camana Bay, Grand Cayman E9 KY1-1108	President, Coo & Gm China	No	Yes	No	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
Ordinary Shares	Acquisiton	2025-03-05	103,883	$0.00	1,175,210	No	4	A	Direct
American Depositary Shares	Acquisiton	2025-03-05	7,048	$169.65	7,048	No	4	M	Direct
American Depositary Shares	Acquisiton	2025-03-05	44,873	$119.96	51,921	No	4	M	Direct
American Depositary Shares	Disposition	2025-03-05	17,824	$260.39	34,097	No	4	S	Direct
American Depositary Shares	Disposition	2025-03-05	11,360	$261.61	22,737	No	4	S	Direct
American Depositary Shares	Disposition	2025-03-05	22,537	$262.51	200	No	4	S	Direct
American Depositary Shares	Disposition	2025-03-05	200	$263.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Share Option (Right to Buy)	Disposition	2025-03-05	91,624	$0.00	91,624	$13.05
Ordinary Shares	Share Option (Right to Buy)	Disposition	2025-03-05	583,349	$0.00	583,349	$9.23

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2		2028-04-29	No	4	M	Direct
214,201		2029-06-04	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
American Depositary Shares	12,365	Direct
American Depositary Shares	4,000	Indirect	By Wife
Rmb Shares	0	Indirect	See Footnote

Footnotes

Represents the total number of ordinary shares underlying the performance share units earned by Reporting Person. The earned performance share units will vest in 2027, subject to theReporting Person continuing to provide service to the Company through such vesting date. Unvested securities are subject to accelerated vesting upon certain termination events.
Each American Depositary Share represents 13 Ordinary Shares.
The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market.
The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924).
The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, contributed RMB15 million to the RMB Shares Employee Participation Plan upon the establishment of the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose.
The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 13, 2024.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.00 to $260.99, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.00 to $261.99, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $262.00 to $262.98, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.
The number of securities underlying each option and the exercise price therefore are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our ADSs on the date of grant, as each ADS represents 13 ordinary shares.
These securities vest over a five-year period as follows: 20% on April 30, 2019, and the remaining in 48 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.