0001144204-16-078585.txt : 20160202 0001144204-16-078585.hdr.sgml : 20160202 20160202193543 ACCESSION NUMBER: 0001144204-16-078585 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160202 FILED AS OF DATE: 20160202 DATE AS OF CHANGE: 20160202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BeiGene, Ltd. CENTRAL INDEX KEY: 0001651308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES STREET 2: 94 SOLARIS AVENUE, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 BUSINESS PHONE: 13459494123 MAIL ADDRESS: STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES STREET 2: 94 SOLARIS AVENUE, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 14159, L.P. CENTRAL INDEX KEY: 0001551138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382679 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382681 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5633 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382682 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382683 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382685 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382680 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVE. STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 161382684 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 form334746_20160202073525-.xml X0206 3 2016-02-02 0 0001651308 BeiGene, Ltd. BGNE 0001263508 BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001551139 667, L.P. 667 MADISON AVENUE 21ST FLOOR NEW YORK NY 10065 1 0 1 0 0001551138 14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK NY 10065 1 0 1 0 Series A Preferred shares Ordinary shares 4382118 I See Footnote Series A Preferred shares Ordinary shares 44572171 I See Footnote Series A Preferred shares Ordinary shares 582747 I See Footnote Series A-2 Preferred shares Ordinary shares 1912167 I See Footnote Series A-2 Preferred shares Ordinary shares 26292961 I See Footnote Ordinary stock warrant (right to buy) 0.675 2014-08-12 2019-08-12 Ordinary shares 238850 I See Footnote Ordinary stock warrant (right to buy) 0.675 2014-08-12 2019-08-12 Ordinary shares 2296890 I See Footnote Ordinary stock warrant (right to buy) 0.675 2014-08-12 2019-08-12 Ordinary shares 56853 I See Footnote These securities consist of Series A Preferred Shares (the "Series A Shares") of BeiGene, Ltd. (the "Issuer"), which are convertible at any time into the Issuer's Ordinary Shares on a 1-to1 basis and will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A Shares do not have an expiration date. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 4,382,118 Series A Shares held directly by 667,L.P. ("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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 44,572,171 Series A Shares held directly by Baker Brothers Life Sciences, L.P. ("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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 582,747 Series A Shares held directly by 14159,L.P. ("14159", and together with 667 and Life Sciences, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. These securities consist of Series A-2 Preferred Shares ("Series A-2 Shares") of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares on a 1-to-1 basis and will automatically convert into Common Stock of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. The Series A-2 Shares do not have an expiration date. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,912,167 Series A-2 Shares held directly 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 26,292,961 Series A-2 Shares held directly 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. 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 principals 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. 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. Expires at the earlier of August 12, 2019, sale of the Issuer or upon the closing of a Qualified IPO (as defined in the ordinary stock warrants) by the Issuer. As a result of their interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. baker may be deemed to have an indirect pecuniary interest in the 238,850 ordinary shares of the Issuer underlying ordinary stock warrants ("Warrants") 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. As a result of their interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. baker may be deemed to have an indirect pecuniary interest in the 2,296,890 ordinary shares of the Issuer underlying Warrants 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. As a result of their interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. baker may be deemed to have an indirect pecuniary interest in the 56,853 ordinary shares of the Issuer underlying Warrants directly held by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. Michael Goller and Ranjeev Krishana, 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. Name: Scott L. Lessing Title:President /s/ Scott L. Lessing 2016-02-02 /s/ Julian C. Baker 2016-02-02 /s/ Felix J. Baker 2016-02-02 Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2016-02-02 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 2016-02-02 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. 2016-02-02 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P Name:Scott L. Lessing, Title: President /s/ Scott L. 2016-02-02