0001651308-23-000078.txt : 20230609 0001651308-23-000078.hdr.sgml : 20230609 20230609174436 ACCESSION NUMBER: 0001651308-23-000078 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230607 FILED AS OF DATE: 20230609 DATE AS OF CHANGE: 20230609 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wu Xiaobin CENTRAL INDEX KEY: 0001739452 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 231006561 MAIL ADDRESS: STREET 1: C/O MOURANT OZANNES CRP SVCS CAYMAN LTD STREET 2: 94 SOLARIS AVENUE CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY1-1108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BeiGene, Ltd. CENTRAL INDEX KEY: 0001651308 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 981209416 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SERVICES (CAYMAN) 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 GOVERNANCE SERVICES (CAYMAN) STREET 2: 94 SOLARIS AVENUE, CAMANA BAY CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1108 4 1 wf-form4_168634706406225.xml FORM 4 X0407 4 2023-06-07 0 0001651308 BeiGene, Ltd. BGNE 0001739452 Wu Xiaobin C/O MOURANT GOVERNANCE SERVICES (CAYMAN) 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 1 0 0 President, COO & GM China 0 Ordinary Shares 855774 D American Depositary Shares 12365 D American Depositary Shares 4000 I By Wife RMB Shares 0 I See Footnote American Depositary Shares 2023-06-07 4 S 0 531 223.2333 D 2760 D American Depositary Shares 2023-06-07 4 S 0 1147 224.0403 D 1613 D American Depositary Shares 2023-06-07 4 S 0 789 225.2721 D 824 D American Depositary Shares 2023-06-07 4 S 0 824 226.1511 D 0 D Each American Depositary Share represents 13 Ordinary Shares. The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market. The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924). The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, has contributed RMB15 million to the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose. The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/4th of the securities will vest on each anniversary of June 5, 2019, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events following a change in control. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.625 to $223.53, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.71 to $224.67, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.81 to $225.80, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.835 to $226.62, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price. /s/ Qing Nian, as Attorney-in-Fact 2023-06-09