0001651308-23-000090.txt : 20230621
0001651308-23-000090.hdr.sgml : 20230620
20230620184947
ACCESSION NUMBER: 0001651308-23-000090
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230615
FILED AS OF DATE: 20230620
DATE AS OF CHANGE: 20230620
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: 231026924
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_168730136898919.xml
FORM 4
X0407
4
2023-06-15
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
2023-06-15
4
A
0
200447
0
A
1033432
D
American Depositary Shares
12365
D
American Depositary Shares
4000
I
By Wife
RMB Shares
0
I
See Footnote
American Depositary Shares
2023-06-20
4
S
0
1753
192.4449
D
0
D
Share Option (Right to Buy)
16.41
2023-06-15
4
A
0
760851
0
A
2033-06-14
Ordinary Shares
760851.0
760851
D
Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 15, 2023, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events following a change in control.
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 mandatory tax withholding provisions in the Reporting Person's restricted share unit award agreements in connection with the vesting of two restricted share unit awards previously granted to the Reporting Person. 1/4th of the securities under one award will vest on each anniversary of June 17, 2020 and under the other award on each anniversary June 16, 2021, 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 $192.41 to $192.61, 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 Depositary Shares sold at each separate price.
The number of securities underlying each option and the exercise price therefor are represented in ordinary shares.
These securities vest over a four-year period as follows: 25% on the first anniversary of June 15, 2023, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events following a change in control.
/s/ Qing Nian, as Attorney-in-Fact
2023-06-20