SEC Form 4 · accession 0001042047-26-000005
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Oyler
Officer — Chief Executive Officer · Director
Period of report
Jun 11, 2026
Accepted (ET)
Jun 15, 2026 · 5:55 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001651308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Jun 11, 2026 | A | 177,931 | $0.00 | A | 5,697,649 | D | |
| American Depositary SharesF7,F9 | Jun 11, 2026 | S | 741 | $256.2282 | D | 1,208 | D | |
| American Depositary SharesF7,F10 | Jun 11, 2026 | S | 859 | $257.5915 | D | 349 | D | |
| American Depositary SharesF7,F11 | Jun 11, 2026 | S | 200 | $258.2792 | D | 149 | D | |
| American Depositary SharesF7 | Jun 11, 2026 | S | 149 | $258.81 | D | 0 | D | |
| Ordinary SharesF2 | holding | — | — | — | 481,533 | I | See Footnote | |
| Ordinary SharesF3 | holding | — | — | — | 7,699,158 | I | See Footnote | |
| Ordinary SharesF4 | holding | — | — | — | 28,204,115 | I | See Footnote | |
| Ordinary SharesF5 | holding | — | — | — | 9,545,000 | I | See Footnote | |
| Ordinary SharesF6 | holding | — | — | — | 102,188 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (Right to Buy)F12,F13 | $20.81 | Jun 11, 2026 | A | 344,669 | A | — | Jun 10, 2036 | Ordinary Shares | 344,669 | 344,669 | D |
Explanation of responses
- F1Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 11, 2026, subject to continued service. Unvested securities are subject to accelerated vesting upon a change of control or certain termination events.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.105 to $257.78, 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.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.1269 to $258.3723, 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.
- F12The number of securities underlying each option and the exercise price therefor are represented in ordinary shares.
- F13These securities vest over a four-year period as follows: 25% on the first anniversary of June 11, 2026 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon a change of control or certain termination events.
- F2These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership.
- F3These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
- F4These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
- F5These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
- F6These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership.
- F7Each American Depositary Share represents 13 Ordinary Shares
- F8The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/4th of the securities will vest on each anniversary of June 10, 2025, subject to continued service. Unvested securities are subject to accelerated vesting upon change of control or certain termination events.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.04 to $257.00, 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.