SEC Form 4 · accession 0001104659-18-039249
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald W. Glazer
Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 5:51 pm EDT
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 | Jan 26, 2018 | G | 10,873 | $0.00 | D | 4,527,634 | D | |
| Ordinary SharesF2 | Mar 13, 2018 | G | 199,992 | $0.00 | D | 4,327,642 | D | |
| Ordinary SharesF3 | Jun 6, 2018 | A | 9,290 | $0.00 | A | 4,336,932 | D | |
| Ordinary Shares | holding | — | — | — | 38,160 | I | By wife. |
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)F4,F5 | $16.15 | Jun 6, 2018 | A | 17,442 | A | — | Jun 5, 2028 | Ordinary Shares | 17,442 | 17,442 | D |
Explanation of responses
- F1This transaction involved a gift of 10,873 ordinary shares by the Reporting Person to his wife, who shares the Reporting Person's household.
- F2Bona fide gift of shares which is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-5.
- F3Represents securities underlying restricted share units ("RSUs"). All securities will vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.
- F4The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our American Depositary Shares ("ADSs") on the date of grant, as each ADS represents 13 ordinary shares.
- F5The option shall become exercisable in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.