0001651308-24-000067.txt : 20240607 0001651308-24-000067.hdr.sgml : 20240607 20240607170357 ACCESSION NUMBER: 0001651308-24-000067 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240605 FILED AS OF DATE: 20240607 DATE AS OF CHANGE: 20240607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wang Lai CENTRAL INDEX KEY: 0001852291 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37686 FILM NUMBER: 241030524 MAIL ADDRESS: STREET 1: C/O MOURANT GOVERNANCE SERVICES (CAYMAN) STREET 2: 94 SOLARIS AVE, CAMANA BAY, PO BOX 1348 CITY: 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] ORGANIZATION NAME: 03 Life Sciences 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 wk-form4_1717794229.xml FORM 4 X0508 4 2024-06-05 0 0001651308 BeiGene, Ltd. BGNE 0001852291 Wang Lai C/O MOURANT GOVERNANCE SERVICES (CAYMAN) 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN E9 KY1-1108 CAYMAN ISLANDS 0 1 0 0 Global Head of R&D 0 Ordinary Shares 2024-06-05 4 A 0 168935 0 A 1768962 D Ordinary Shares 58188 I See Footnote RMB Shares 0 I See Footnote Share Option (Right to Buy) 12.23 2024-06-05 4 A 0 318253 0 A 2034-06-04 Ordinary Shares 318253 318253 D Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 5, 2024, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events These securities are held by Wang Holdings LLC, the limited liability company interests of which are owned by the Reporting Person, his spouse and a trust created by the Reporting Person for the benefit of his spouse and children, for which the Reporting Person disclaims beneficial ownership. 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 RMB10 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 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 5, 2024 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events. /s/ Qing Nian, as Attorney-in-Fact 2024-06-07