SEC Form 4 · accession 0001104659-16-095141
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
CITIC PE Associates, L.P.
10% Owner
CITIC PE Funds Ltd
10% Owner
CPEChina Fund, L.P.
10% Owner
CB Biotech Investment Ltd
10% Owner
Period of report
Feb 8, 2016
Accepted (ET)
Feb 9, 2016 · 8:07 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 | Feb 8, 2016 | C | 19,601,138 | $0.00 | A | 19,601,138 | D |
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 SharesF3 | — | Feb 8, 2016 | C | 14,814,814 | D | — | — | Ordinary Shares | 14,814,814 | 0 | D |
| Series A-2 Preferred SharesF4 | — | Feb 8, 2016 | C | 4,786,324 | D | — | — | Ordinary Shares | 4,786,324 | 0 | D |
Explanation of responses
- F1Represents the total number of Ordinary Shares received upon conversion of the Issuer's Series A Preferred Shares and Series A-2 Preferred Shares.
- F2CB Biotech Investment Limited ("CB Biotech") directly owns 19,601,138 Ordinary Shares. CB Biotech is wholly owned by CPEChina Fund, L.P. ("CPEC"), and CITIC PE Associates, L.P. ("PE Associates") is the sole general partner of CPEC. CITIC PE Funds Limited ("PE Funds") is the sole general partner of PE Associates. The shares directly owned by CB Biotech may be deemed indirectly owned by CPEC, PE Associates, and PE Funds (the "Reporting Persons"); however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
- F3Immediately prior to the closing of the Issuer's initial public offering of its American Depositary Shares, each representing 13 Ordinary Shares ("the ADSs"), the 14,814,814 shares of Series A Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
- F4Immediately prior to the closing of the Issuer's initial public offering of its ADSs, the 4,786,324 shares of Series A-2 Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A-2 Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.