Statement of Changes in Beneficial Ownership (4)
June 24 2022 - 4:39PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Wang Xiaodong |
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd.
[
BGNE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Chair, Scientific Advisory Brd |
(Last)
(First)
(Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2022 |
(Street)
CAMANA BAY, GRAND CAYMAN, E9 KY1-1108
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares (1) | 6/22/2022 | | A | | 83499 | A | $0 | 5806746 | D | |
Ordinary Shares | | | | | | | | 1127542 | I | See Footnote (2) |
Ordinary Shares | | | | | | | | 172372 | I | See Footnote (3) |
Ordinary Shares | | | | | | | | 4253998 | I | See Footnote (4) |
Ordinary Shares | | | | | | | | 50 | I | See Footnote (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Share Option (Right to Buy) | $11.98 (6) | 6/22/2022 | | A | | 471913 (6) | | (7) | 6/21/2032 | Ordinary Shares | 471913.0 | $0 | 471913 | D | |
Explanation of Responses: |
(1) | Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 22, 2022, subject to continued service. |
(2) | These securities are held by a family trust, the beneficiaries of which are the Reporting Person's family members, for which the Reporting Person disclaims beneficial ownership. |
(3) | These securities are held in a UTMA account for the Reporting Person's child, for which the Reporting Person disclaims beneficial ownership. |
(4) | These securities are held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which the Reporting Person's wife is a trustee, for which the Reporting Person disclaims beneficial ownership. |
(5) | These securities are held by the spouse of the Reporting Person. |
(6) | The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. Each American Depositary Share represents 13 ordinary shares. |
(7) | These securities vest over a four-year period as follows: 25% on the first anniversary of June 22, 2022 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wang Xiaodong C/O MOURANT GOVERNANCE SERVICES (CAYMAN) 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN, E9 KY1-1108 | X |
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| Chair, Scientific Advisory Brd |
Signatures
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/s/ Qing Nian, Attorney-in-Fact | | 6/24/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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