SEC Form 4 · accession 0001193125-26-271192

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

• F1On June 11, 2026, BeOne Medicines Ltd. (the "Issuer") granted 18,980 restricted share units (each an "RSU") payable solely in ordinary shares ("Ordinary Shares") to Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP") in conjunction with his election to the board of directors of the Issuer (the "Board") pursuant to the Issuer's 2016 Share Option and Incentive Plan, as amended (the "2016 Plan"). The RSUs vest on the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of the Issuer, provided, however, that all vesting of RSUs granted to a director shall cease if that director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise.
• F10After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Ordinary Shares reported in column 5 of Table I directly held by or held for the benefit of 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
• F11Ordinary Share held directly by Felix J. Baker.
• F12Ordinary Share held directly by Julian C. Baker.
• F13Each ADS represents 13 Ordinary Shares.
• F14American Depositary Shares held directly by Felix J. Baker.
• F15American Depositary Shares held directly by Julian C. Baker.
• F16As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I held directly by 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
• F17As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I directly held by 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
• F2After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Ordinary Shares reported in column 5 of Table I held directly by or held for the benefit of 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
• F3Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Felix J. Baker does not have any right to any of the Issuer's securities issued as compensation for his service on the Board and the Funds (as defined below) are entitled to an indirect proportionate pecuniary interest in such securities. The Funds (as defined below) each own an indirect proportionate pecuniary interest in the Ordinary Shares received upon vesting of RSUs received as a result of his service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds (as defined below) and (ii) the Funds (as defined below), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Ordinary Shares received upon vesting of RSUs, non-qualified share options convertible solely into Ordinary Shares of the Issuer ("Share Options"), and Ordinary Shares received upon the exercise of Share Options (i.e., no direct pecuniary interest).
• F4The Adviser serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members 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 directly by the Funds or for the benefit of 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 directly by the Funds or for the benefit of the Funds.
• F5Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of 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.
• F6Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any Ordinary Shares received as a result of the exercise of Share Options or vesting of RSUs.
• F7The acquisitions of the RSUs on this form represent a grant to Felix J. Baker of 18,980 RSUs. This grant of 18,980 RSUs for Felix J. Baker is reported for each of the Funds as each has an indirect proportionate pecuniary interest in such securities.
• F8Felix J. Baker serves on the Board as a representative of the Funds and their affiliates and control persons.
• F9Includes beneficial ownership of 71,279 Ordinary Shares received from vested RSUs previously granted to Michael Goller, and 71,266 Ordinary Shares received from vested RSUs previously granted to Ranjeev Krishana, in their capacity as directors of the Issuer.

Remarks

Effective June 11, 2026, Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), was elected to the board of directors (the "Board") of BeOne Medicines Ltd. (the "Issuer"). Michael Goller and Ranjeev Krishana, full-time employees of Baker Bros. Advisors LP (the "Adviser"), did not stand for re-election to the Board and as a result their service as directors ceased. By virtue of their representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Felix J. Baker are deemed directors by deputization of the Issuer.