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