SEC Form 4 · accession 0001179110-18-009115
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Oyler
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Jun 26, 2018
Accepted (ET)
Jun 28, 2018 · 7:44 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 | Jun 26, 2018 | A | 188,266 | $0.00 | A | 17,453,322 | D | |
| Ordinary SharesF2 | holding | — | — | — | 29,872,444 | I | See Footnote | |
| Ordinary SharesF3 | holding | — | — | — | 10,000,000 | I | See Footnote | |
| Ordinary SharesF4 | holding | — | — | — | 102,188 | I | See Footnote | |
| Ordinary SharesF5 | holding | — | — | — | 7,952,787 | 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)F6,F7 | $12.34 | Jun 26, 2018 | A | 1,310,088 | A | — | Jun 25, 2028 | Ordinary Shares | 1,310,088 | 1,310,088 | D |
Explanation of responses
- F1Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 26, 2018, subject to continued service. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.
- F2These securities are held by Oyler Investment LLC, of which 99% of the limited liability company interest 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.
- F3These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
- F4These securities are held by The John Oyler Legacy Trust, of which the Reporting Person's father is a trustee, for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership.
- F5These 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.
- F6The number of securities underlying the 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.
- F7These 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.