Chief Executive Officer Oyler John exercised 4,055,415 units of Ordinary Shares at a strike of $0.50 and covered exercise/tax liability with 1,990,603 units of Ordinary Shares, increasing direct ownership by 34% to 8,163,437 units (SEC Form 4)
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Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 05/09/2025 | M | 4,055,415 | A | $0.5 | 10,154,040 | D | |||
| Ordinary Shares | 05/09/2025 | F(1) | 1,990,603 | D | $17.85 | 8,163,437 | D | |||
| Ordinary Shares | 481,533 | I | See Footnote(2) | |||||||
| Ordinary Shares | 7,722,480 | I | See Footnote(3) | |||||||
| Ordinary Shares | 28,204,115 | I | See Footnote(4) | |||||||
| Ordinary Shares | 9,545,000 | I | See Footnote(5) | |||||||
| Ordinary Shares | 102,188 | I | See Footnote(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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) | $0.5 | 05/09/2025 | M | 4,055,415 | (7) | 07/19/2025 | Ordinary Shares | 4,055,415 | $0 | 7 | D | ||||
| Explanation of Responses: |
| 1. These shares were withheld to satisfy the withholding of taxes arising from a net (cashless) exercise of stock options. The options subject to the net exercise were to expire July 19, 2025. |
| 2. These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership. |
| 3. These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. |
| 4. These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. |
| 5. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account. |
| 6. These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership. |
| 7. These securities vest over a five-year period as follows: 20% on July 19, 2016, and the remaining in 48 successive equal monthly installments, subject to continued service. |
| Remarks: |
| /s/ Qing Nian, as Attorney-in-Fact | 05/13/2025 | |
| ** 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 Number. | ||