SEC Form 4 · accession 0001042047-26-000014
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
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 5:31 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001651308
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| American Depositary SharesF6 | Jul 15, 2026 | M | 35,605 | $100.04 | A | 35,605 | D | |
| American Depositary SharesF6 | Jul 15, 2026 | M | 76,677 | $169.58 | A | 112,282 | D | |
| American Depositary SharesF6 | Jul 15, 2026 | M | 4,275 | $160.40 | A | 116,557 | D | |
| American Depositary SharesF6,F8 | Jul 15, 2026 | S | 6,067 | $310.0201 | D | 110,490 | D | |
| American Depositary SharesF6,F9 | Jul 15, 2026 | S | 41,336 | $310.9228 | D | 69,154 | D | |
| American Depositary SharesF6,F10 | Jul 15, 2026 | S | 12,857 | $311.7123 | D | 56,297 | D | |
| American Depositary SharesF6,F11 | Jul 15, 2026 | S | 48,657 | $312.8583 | D | 7,640 | D | |
| American Depositary SharesF6,F12 | Jul 15, 2026 | S | 7,640 | $313.5793 | D | 0 | D | |
| American Depositary SharesF6 | Jul 16, 2026 | M | 96,501 | $160.40 | A | 96,501 | D | |
| American Depositary SharesF6 | Jul 16, 2026 | M | 70,096 | $119.96 | A | 166,597 | D | |
| American Depositary SharesF6 | Jul 16, 2026 | S | 233 | $311.98 | D | 166,364 | D | |
| American Depositary SharesF6,F13 | Jul 16, 2026 | S | 4,881 | $314.0772 | D | 161,483 | D | |
| American Depositary SharesF6,F14 | Jul 16, 2026 | S | 9,516 | $314.7318 | D | 151,967 | D | |
| American Depositary SharesF6,F15 | Jul 16, 2026 | S | 19,752 | $316.00 | D | 132,215 | D | |
| American Depositary SharesF6,F16 | Jul 16, 2026 | S | 32,224 | $316.8173 | D | 99,991 | D | |
| American Depositary SharesF6,F17 | Jul 16, 2026 | S | 42,798 | $317.7887 | D | 57,193 | D | |
| American Depositary SharesF6,F18 | Jul 16, 2026 | S | 6,402 | $318.5493 | D | 50,791 | D | |
| American Depositary SharesF6,F19 | Jul 16, 2026 | S | 15,097 | $319.993 | D | 35,694 | D | |
| American Depositary SharesF6,F20 | Jul 16, 2026 | S | 20,505 | $320.998 | D | 15,189 | D | |
| American Depositary SharesF6,F21 | Jul 16, 2026 | S | 13,109 | $321.6127 | D | 2,080 | D | |
| American Depositary SharesF6,F22 | Jul 16, 2026 | S | 1,560 | $322.7076 | D | 520 | D | |
| American Depositary SharesF6,F23 | Jul 16, 2026 | S | 520 | $323.5858 | D | 0 | D | |
| Ordinary Shares | holding | — | — | — | 5,445,917 | D | ||
| Ordinary SharesF1 | holding | — | — | — | 481,533 | I | See Footnote | |
| Ordinary SharesF2 | holding | — | — | — | 7,699,158 | I | See Footnote | |
| Ordinary SharesF3 | holding | — | — | — | 28,204,115 | I | See Footnote | |
| Ordinary SharesF4 | holding | — | — | — | 9,545,000 | I | See Footnote | |
| Ordinary SharesF5 | 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)F24,F25 | $7.70 | Jul 15, 2026 | M | 462,865 | D | — | Sep 26, 2027 | Ordinary Shares | 462,865 | 1 | D |
| Share Option (Right to Buy)F24,F26 | $13.05 | Jul 15, 2026 | M | 996,801 | D | — | Apr 29, 2028 | Ordinary Shares | 996,801 | 9 | D |
| Share Option (Right to Buy)F24,F27 | $12.34 | Jul 15, 2026 | M | 55,575 | D | — | Jun 25, 2028 | Ordinary Shares | 55,575 | 1,254,513 | D |
| Share Option (Right to Buy)F24,F27 | $12.34 | Jul 16, 2026 | M | 1,254,513 | D | — | Jun 25, 2028 | Ordinary Shares | 1,254,513 | 0 | D |
| Share Option (Right to Buy)F24,F28 | $9.23 | Jul 16, 2026 | M | 911,248 | D | — | Jun 4, 2029 | Ordinary Shares | 911,248 | 1,282,034 | D |
Explanation of responses
- F1These 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.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.35 to $312.34, 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 $312.35 to $313.345, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.36 to $313.90, 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.
- F13The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $313.27 to $314.26, 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.
- F14The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $314.27 to $315.24, 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.
- F15The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $315.28 to $316.27, 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.
- F16The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $316.28 to $317.27, 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.
- F17The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $317.28 to $318.265, 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.
- F18The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $318.30 to $319.11, 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.
- F19The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $319.36 to $320.34, 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.
- F2These 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.
- F20The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.38 to $321.35, 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.
- F21The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.39 to $322.33, 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.
- F22The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.455 to $323.405, 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.
- F23The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.495 to $323.625, 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.
- F24The number of securities underlying each option and the exercise price therefore are represented in ordinary shares.
- F25These securities vest over a four-year period as follows: 25% on June 30, 2018, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.
- F26These securities vest over a four-year period as follows: 25% on April 30, 2019, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.
- F27These securities vest over a four-year period as follows: 25% on June 26, 2019, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.
- F28These securities vest over a four-year period as follows: 25% on June 5, 2020, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.
- F3These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interests are 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.
- F4These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
- F5These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's child, for which the Reporting Person disclaims beneficial ownership.
- F6Each American Depositary Share represents 13 Ordinary Shares.
- F7The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2026.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.31 to $310.30, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $310.35 to $311.34, 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.