FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

OYLER JOHN
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
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O GENTA INC, 3550 GENERAL ATOMICS CT BLDG 9
3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2016
(Street)

SAN DIEGO, CA 92121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/8/2016     C    9398380   (1) A $0   59780349   D    
Ordinary Shares                  10000000   I   See Footnote   (2)
Ordinary Shares                  102188   I   See Footnote   (3)
Ordinary Shares                  8000000   I   See Footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Series A Warrant (Right to Buy)   $0.675   2/8/2016     X         57777    10/7/2014     (5) Series A Preferred Shares   57777   $0   0   D    
Series A Preferred Shares     (6) 2/8/2016     X      57777   (7)        (6)   (6) Series A Preferred Shares   57777   $0   9398380   D    
Series A Preferred Shares     (6) 2/8/2016     C         9398380   (6)     (6)   (6) Ordinary Shares   9398380   $0   0   D    

Explanation of Responses:
(1)  Represents the total number of Ordinary Shares received upon conversion of the Issuer's Series A Preferred Shares.
(2)  These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
(3)  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.
(4)  These securities are held in a grantor retained annuity trust for the benefit of Reporting Person.
(5)  These securities expire on the earlier of: (a) the closing of a Sale Event (as defined in the Series A Warrant); or (b) immediately prior to the closing of the Issuer's initial public offering.
(6)  Immediately prior to the closing of the Issuer's initial public offering of its Ordinary Shares in the form American Depositary Shares, the 9,398,380 Series A Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
(7)  Represents the total number of Series A Preferred Shares received upon the exercise of the Series A Warrant immediately prior to the closing of the Issuer's initial public offering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OYLER JOHN
C/O GENTA INC
3550 GENERAL ATOMICS CT BLDG 9
SAN DIEGO, CA 92121
X X CEO

Signatures
/s/ John V. Oyler 2/9/2016
** 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).
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