SEC Form 4 · accession 0000902664-16-005447
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hillhouse Capital Management, Ltd.
10% Owner
Period of report
Feb 8, 2016
Accepted (ET)
Feb 10, 2016 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001651308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3,F4 | Feb 8, 2016 | C | 30,626,779 | $0.00 | A | 30,626,779 | I | See footnotes |
| Ordinary SharesF5,F6,F1,F2,F7 | Feb 8, 2016 | P$0 | 9,100,000 | — | A | 39,726,779 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred SharesF1,F2,F3 | — | Feb 8, 2016 | C | 14,814,814 | A | — | — | Ordinary Shares | 14,814,814 | 0 | I |
| Series A-2 Preferred SharesF1,F2,F4 | — | Feb 8, 2016 | C | 15,811,965 | A | — | — | Ordinary Shares | 15,811,965 | 0 | I |
Explanation of responses
- F1The securities to which this filing relates are held directly by (i) Hillhouse BGN Holdings Limited, a Cayman Islands limited partnership ("BGN"), (ii) Gaoling Fund, L.P., an exempted Cayman Islands limited partnership ("Gaoling") and (iii) YHG Investment, L.P., an exempted Cayman limited partnership ("YHG" and together with BGN and Gaoling, the "Hillhouse Entities"). BGN is owned by Hillhouse Fund II, L.P., a Cayman Islands limited partnership ("Funds II"). Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("Hillhouse Capital" or the "Reporting Person"), acts as the sole management company of Fund II and Gaoling and the sole general partner of YHG. Mr. Lei Zhang may be deemed to have controlling power over Hillhouse Capital. Mr. Lei Zhang disclaims beneficial ownership of all of the securities held by the Hillhouse Entities, except to the extent of his pecuniary interest therein.
- F2The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
- F3The Series A Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A Preferred Shares did not have an expiration date. The Series A Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering.
- F4The Series A-2 Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A-2 Preferred Shares did not have an expiration date. The Series A-2 Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering.
- F5These Ordinary Shares represented by American Depositary Shares ("ADSs") were purchased in the Issuer's initial public offering at a price of $24.00 per ADS.
- F6Each ADS represents 13 Ordinary Shares.
- F7These Ordinary Shares are represented by an aggregate of 700,000 ADSs held by Gaoling and YHG.