SEC Form 4 · accession 0001144204-16-080099

BeOne Medicines Ltd. · ONC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents Ordinary Shares of BeiGene, Ltd.'s (the "Issuer") received upon conversion of the Issuer's Series A Preferred and Series A-2 Preferred shares which automatically converted into Ordinary Shares on a 1 for 1 basis without consideration upon the closing of the initial public offering of the Issuer.
• F10Pursuant to Instruction 4(c)(iii), this response has been left blank.
• F2After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
• F3After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
• F4After giving effect to the transactions reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by 14159, L.P. ("14159" and together with Life Sciences and 667, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
• F5Represents the exercise of ordinary stock warrants ("Warrants") at an exercise price of $0.675 per Ordinary Share.
• F6On February 8, 2016 667 and Life Sciences purchased 189,374 and 1,723,306 American Depositary Shares of the Issuer, respectively, each representing 13 Ordinary Shares (the "ADS") for $24.00 per ADS, pursuant to an underwritten public offering.
• F7Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
• F8Effective upon the closing of the Issuer's initial public offering of its ADS, the Series A Preferred shares and Series A-2 Preferred shares were converted on a 1 for 1 basis without consideration into the number of Ordinary Shares shown in Column 7. The Series A Preferred shares and Series A-2 Preferred shares did not have an expiration date and were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
• F9The Warrants expire at the earlier of August 12,2019, sale of the Issuer or upon the closing of a Qualified IPO (as defined in the ordinary stock warrants) by the Issuer.

Remarks

Michael Goller and Ranjeev Krishana, employees of Baker Bros. Advisors LP, are directors of BeiGene, Ltd. (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.