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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Option (right to buy) | $ 2.84 (1) | 04/19/2017 | A | 399,984 (1) (2) | (2) | 04/18/2027 | Ordinary Shares | 399,984 | $ 0 | 399,984 | I | See Footnotes (1) (2) (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY New York |
X | X | ||
| BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| 667, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| Baker Brothers Life Sciences LP 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| 14159, L.P. 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NY 10065 |
X | X | ||
| Baker Bros. Advisors LP, Name: Scott L. Lessing Title: President /s/ Scott L. Lessing | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| Baker Bros. Advisors (GP) LLC :Name: Scott L. Lessing Title: President /s/ Scott L. Lessing | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Julian C. Baker | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Felix J. Baker | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| 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. | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| 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 | 04/21/2017 | |
| **Signature of Reporting Person | Date | |
| 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 | 04/21/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In ordinary shares. Ordinary shares are convertible into American Depositary Shares ("ADS") on a 13:1 basis. |
| (2) | 199,992 non-qualified share options ("Share Options") convertible solely into Ordinary Shares of BeiGene, Ltd. (the "Issuer") were granted to Michael Goller, an employee of Baker Bros. Advisors LP (the "Adviser") and 199,992 Share Options were granted to Ranjeev Krishana, an employee of the Adviser in their capacity as directors of the Issuer. The Share Options with a strike price of $2.84 vest in 3 equal annual installments beginning on April 19, 2017 and shall become exercisable in full on the date of the third annual meeting of shareholders following the grant date. The Share Options expire on April 18, 2027. Michael Goller and Ranjeev Krishana serve on the Board of Directors of the Issuer as representatives of Baker Brothers Life Sciences, L.P. ("Life Sciences"), 667, L.P. ("667") and 14159, L.P. ("14159", and together with 667 and Life Sciences, the "Funds"). |
| (3) | Pursuant to the policies of the Adviser, Michael Goller and Ranjeev Krishana do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Share Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Share Options (i.e. no direct pecuniary interest). |
| (4) | 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 have relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Pursuant to agreements between both Michael Goller and Ranjeev Krishana and the Adviser, the Adviser has investment and dispositive power over the Share Options and any shares received as a result of the exercise of options. |
| Remarks: 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. | |