SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Merck & Co., Inc. (Last) (First) (Middle) 2000 GALLOPING HILL ROAD (Street) KENILWORTH NJ 07033 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2016	3. Issuer Name and Ticker or Trading Symbol BeiGene, Ltd. [ BGNE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Shares	(1)	(1)	Ordinary Shares	18,518,519	(1)	I	See Footnote(2)
Series A-2 Preferred Shares	(3)	(3)	Ordinary Shares	5,128,205	(3)	I	See Footnote(2)

1. Name and Address of Reporting Person* Merck & Co., Inc. (Last) (First) (Middle) 2000 GALLOPING HILL ROAD (Street) KENILWORTH NJ 07033 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Merck Sharp & Dohme Corp. (Last) (First) (Middle) ONE MERCK DRIVE (Street) WHITEHOUSE STATION NJ 08889 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Merck Sharp & Dohme Research GmbH (Last) (First) (Middle) WEYSTRASSE 20 (Street) LUCERNE 6 V8 CH-6000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities consist of Series A Preferred Shares (the "Series A Shares") of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares 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.

2. These shares are owned directly by Merck Sharp & Dohme Research GmbH, which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.

3. These securities consist of the Series A-2 Shares of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares 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.

Remarks:

Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH, a copy of which is filed as an exhibit and incorporated herein by reference. Exhibit List - Exhibit 24.1 - Power of Attorney

	Merck Sharp & Dohme Research GmbH /s/ Katie Fedosz, as Attorney-in-Fact	02/02/2016
	Merck Sharp & Dohme Corp. /s/ Katie Fedosz, as Assistant Secretary	02/02/2016
	Merck & Co., Inc. /s/ Katie Fedoszk, as Senior Assistant Secretary	02/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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