SEC Form 4 · accession 0001104659-16-095157
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Oyler
Officer — CEO · Director · 10% Owner
Period of report
Feb 8, 2016
Accepted (ET)
Feb 9, 2016 · 8:58 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 | Feb 8, 2016 | C | 9,398,380 | $0.00 | A | 59,780,349 | D | |
| Ordinary SharesF2 | holding | — | — | — | 10,000,000 | I | See Footnote | |
| Ordinary SharesF3 | holding | — | — | — | 102,188 | I | See Footnote | |
| Ordinary SharesF4 | holding | — | — | — | 8,000,000 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Warrant (Right to Buy)F5 | $0.675 | Feb 8, 2016 | X | 57,777 | D | Oct 7, 2014 | — | Series A Preferred Shares | 57,777 | 0 | D |
| Series A Preferred SharesF7,F6 | — | Feb 8, 2016 | X | 57,777 | A | — | — | Series A Preferred Shares | 57,777 | 9,398,380 | D |
| Series A Preferred SharesF6 | — | Feb 8, 2016 | C | 9,398,380 | D | — | — | Ordinary Shares | 9,398,380 | 0 | D |
Explanation of responses
- F1Represents the total number of Ordinary Shares received upon conversion of the Issuer's Series A Preferred Shares.
- F2These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
- F3These 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.
- F4These securities are held in a grantor retained annuity trust for the benefit of Reporting Person.
- F5These securities expire on the earlier of: (a) the closing of a Sale Event (as defined in the Series A Warrant); or (b) immediately prior to the closing of the Issuer's initial public offering.
- F6Immediately prior to the closing of the Issuer's initial public offering of its Ordinary Shares in the form American Depositary Shares, the 9,398,380 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.
- F7Represents the total number of Series A Preferred Shares received upon the exercise of the Series A Warrant immediately prior to the closing of the Issuer's initial public offering.