0001144204-16-080099.txt : 20160209
0001144204-16-080099.hdr.sgml : 20160209
20160209173814
ACCESSION NUMBER: 0001144204-16-080099
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160208
FILED AS OF DATE: 20160209
DATE AS OF CHANGE: 20160209
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401226
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: 667, L.P.
CENTRAL INDEX KEY: 0001551139
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401228
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 FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401229
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 JULIAN
CENTRAL INDEX KEY: 0001087939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401230
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 (GP) LLC
CENTRAL INDEX KEY: 0001580575
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401231
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 Brothers Life Sciences LP
CENTRAL INDEX KEY: 0001363364
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401227
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 LP
CENTRAL INDEX KEY: 0001263508
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161401232
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
4
1
form476634_20160209053731-.xml
X0306
4
2016-02-08
0
0001651308
BeiGene, Ltd.
BGNE
0001263508
BAKER BROS. ADVISORS LP
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
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Baker Bros. Advisors (GP) LLC
667 MADISION AVENUE 21ST FLOOR
NEW YORK
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US 10065
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BAKER JULIAN
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
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BAKER FELIX
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
US 10065
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667, L.P.
667 MADISON AVENUE 21ST FLOOR
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NY
US 10065
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Baker Brothers Life Sciences LP
667 MADISON AVENUE, 21ST FLOOR
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14159, L.P.
667 MADISION AVENUE, 21ST FLOOR
NEW YORK
NY
US 10065
1
0
1
0
Ordinary shares
2016-02-08
4
C
0
4382118
0
A
4382118
I
See Footnotes
Ordinary shares
2016-02-08
4
C
0
44572171
0
A
44572171
I
See Footnotes
Ordinary shares
2016-02-08
4
C
0
582747
0
A
582747
I
See Footnotes
Ordinary shares
2016-02-08
4
C
0
1912167
0
A
6294285
I
See Footnotes
Ordinary shares
2016-02-08
4
C
0
26292961
0
A
70865132
I
See Footnotes
Ordinary shares
2016-02-08
4
X
0
238850
0.675
A
6533135
I
See Footnotes
Ordinary shares
2016-02-08
4
X
0
2296890
0.675
A
73162022
I
See Footnotes
Ordinary shares
2016-02-08
4
X
0
56853
0.675
A
639600
I
See Footnotes
American Depositary Shares
2016-02-08
4
P
0
189374
24
A
189374
I
See Footnotes
American Depositary Shares
2016-02-08
4
P
0
1723306
24
A
1723306
I
See Footnotes
Series A Preferred shares
2016-02-08
4
C
0
4382118
0
D
Ordinary shares
4382118
0
I
See Footnotes
Series A Preferred shares
2016-02-08
4
C
0
44572171
0
D
Ordinary shares
44572171
0
I
See Footnotes
Series A Preferred shares
2016-02-08
4
C
0
582747
0
D
Ordinary shares
582747
0
I
See Footnotes
Series A-2 Preferred shares
2016-02-08
4
C
0
1912167
0
D
Ordinary shares
1912167
0
I
See Footnotes
Series A-2 Preferred shares
2016-02-08
4
C
0
26292961
0
D
Ordinary shares
26292961
0
I
See Footnotes
Ordinary stock warrant (right to buy)
0.675
2016-02-08
4
X
0
238850
0
D
2014-08-12
2019-08-12
Ordinary shares
238850
0
I
See Footnotes
Ordinary stock warrant (right to buy)
0.675
2016-02-08
4
X
0
2296890
0
D
2014-08-12
2019-08-12
Ordinary shares
2296890
0
I
See Footnotes
Ordinary stock warrant (right to buy)
0.675
2016-02-08
4
X
0
56853
0
D
2014-08-12
2019-08-12
Ordinary shares
56853
0
I
See Footnotes
Represents Ordinary Shares of BeiGene, Ltd.'s (the "Issuer") received upon conversion of the Issuer's Series A Preferred and Series A-2 Preferred shares which automatically converted into Ordinary Shares on a 1 for 1 basis without consideration upon the closing of the initial public offering of the Issuer.
After giving effect to the transactions reported herein, and as a result of their ownership 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 Issuer's Ordinary Shares reported in column 5 of Table I directly held 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.
After giving effect to the transactions reported herein, and as a result of their ownership 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 Issuer's Ordinary Shares reported in column 5 of Table I directly held 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.
After giving effect to the transactions reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by 14159, L.P. ("14159" and together with Life Sciences and 667, 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.
Represents the exercise of ordinary stock warrants ("Warrants") at an exercise price of $0.675 per Ordinary Share.
On February 8, 2016 667 and Life Sciences purchased 189,374 and 1,723,306 American Depositary Shares of the Issuer, respectively, each representing 13 Ordinary Shares (the "ADS") for $24.00 per ADS, pursuant to an underwritten public offering.
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.
Effective upon the closing of the Issuer's initial public offering of its ADS, the Series A Preferred shares and Series A-2 Preferred shares were converted on a 1 for 1 basis without consideration into the number of Ordinary Shares shown in Column 7. The Series A Preferred shares and Series A-2 Preferred shares did not have an expiration date and were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
The Warrants expire 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.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
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
2016-02-08
Baker Bros. Advisors (GP) LLC :Name: Scott L. Lessing Title: President /s/ Scott L. Lessing
2016-02-08
/s/ Julian C. Baker
2016-02-08
/s/ Felix J. Baker
2016-02-08
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.
2016-02-08
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 Life Sciences
2016-02-08
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. Lessing
2016-02-08