SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
American Depositary Shares 20,618(1) D
American Depositary Shares 20,618(2) D
American Depositary Shares 1,028,034 I See Footnotes(3)(4)(6)(7)(16)
American Depositary Shares 10,749,251 I See Footnotes(3)(5)(6)(7)(17)
Ordinary Shares 43,109(3)(11) D
Ordinary Shares 43,109(3)(12) D
Ordinary Shares 07/15/2020 A 994,276 A $14.2308(8) 1,021,851 I See Footnotes(3)(4)(6)(7)(8)(9)(10)(13)(14)(16)
Ordinary Shares 07/15/2020 A 13,589,904 A $14.2308(8) 18,840,379 I See Footnotes(3)(5)(6)(7)(8)(9)(10)(13)(15)(17)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
667, L.P.

(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP

(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last) (First) (Middle)
860 WASHINGTON STREET
3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last) (First) (Middle)
860 WASHINGTON STREET, 3RD FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
Explanation of Responses:
1. Reflects 20,618 American Depositary Shares ("ADS") of BeiGene, Ltd. (the "Issuer") held directly by Julian C. Baker received previously from in-kind pro rata distributions without consideration. 43,108 ordinary shares of the Issuer ("Ordinary Shares") were converted into 3,316 ADS without consideration and without a change in pecuniary interest.
2. Reflects 20,618 ADS held directly by Felix J. Baker received previously from in-kind pro rata distributions without consideration. 43,108 Ordinary Shares were converted into 3,316 ADS without consideration and without a change in pecuniary interest.
3. Ordinary Shares are convertible into ADS on a 13:1 basis.
4. 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 ADS, 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.
5. 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 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.
6. 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.
7. 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.
8. On July 15, 2020, 667 and Life Sciences purchased 994,276 and 13,589,904 Ordinary Shares, respectively in a registered direct offering by the Issuer at a price of $14.2308 per Ordinary Share.
9. Includes beneficial ownership of 9,282 Ordinary Shares received from vested restricted share units convertible solely into Ordinary Shares of the Issuer ("RSU's") 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. Reflects the vesting of 9,282 RSU's which were inadvertently reported as 9,290 RSU's for each of Michael Goller and Ranjeev Krishana in previous Forms 4.
10. 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 RSU's 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 RSU's, Share Options, and Ordinary Shares received upon the exercise of Share Options (i.e. no direct pecuniary interest).
11. Ordinary Shares held directly by Felix J. Baker, including 43,109 Ordinary Shares received from a previous in-kind pro rata distribution without consideration. 43,108 Ordinary Shares were converted into 3,316 ADS without consideration and without a change in pecuniary interest.
12. Ordinary Shares held directly by Julian C. Baker, including 43,109 Ordinary Shares received from a previous in-kind pro rata distribution without consideration. 43,108 Ordinary Shares were converted into 3,316 ADS without consideration and without a change in pecuniary interest.
13. 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 RSU's and any Ordinary Shares received as a result of the exercise of Share Options.
14. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares 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.
15. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Ordinary Shares 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.
16. 994,266 Ordinary Shares held by 667 were converted into 76,482 ADS without consideration and without a change in pecuniary interest.
17. 18,821,790 Ordinary Shares held by Life Sciences were converted into 1,447,830 ADS without consideration and without a change in pecuniary interest.
Remarks:
Michael Goller and Ranjeev Krishana, full-time employees of Baker Bros. Advisors LP, are directors of BeiGene, Ltd. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 07/17/2020
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 07/17/2020
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 07/17/2020
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 07/17/2020
/s/ Felix J. Baker 07/17/2020
/s/ Julian C. Baker 07/17/2020
** Signature of Reporting Person Date
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