SEC Form 4 · accession 0001635698-16-000062
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Merck & Co., Inc.
10% Owner
Merck Sharp & Dohme Corp.
10% Owner
Merck Sharp & Dohme Research GmbH
10% Owner
Period of report
Feb 8, 2016
Accepted (ET)
Feb 10, 2016 · 4:28 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,F2 | Feb 8, 2016 | C | 18,518,519 | — | A | 18,518,519 | I | Via wholly owned subsidiary, MSDRG |
| Ordinary SharesF3,F2 | Feb 8, 2016 | C | 5,128,205 | — | A | 5,128,205 | I | Via wholly owned subsidiary, MSDRG |
| Ordinary SharesF4,F2 | Feb 8, 2016 | J | 7,942,314 | — | A | 7,942,314 | I | Via wholly owned subsidiary, MSDRG |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred SharesF1,F2 | — | Feb 8, 2016 | C | 18,518,519 | D | — | — | Ordinary Shares | 18,518,519 | 0 | I |
| Series A-2 Preferred SharesF2,F1,F3 | — | Feb 8, 2016 | C | 5,128,205 | D | — | — | Ordinary Shares | 5,128,205 | 0 | I |
Explanation of responses
- F1The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.
- F2The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
- F3The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.
- F4The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.
Remarks
Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH. This power of attorney is incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by Merck & Co., Inc. on February 2, 2016.