SEC Form 4 · accession 0001638599-17-001020
BeOne Medicines Ltd. · ONC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
14159, L.P.
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Oct 13, 2017
Accepted (ET)
Oct 16, 2017 · 5:47 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 |
|---|---|---|---|---|---|---|---|---|
| American Depositary SharesF4,F5,F6 | Oct 13, 2017 | J | 49,200 | $0.00 | D | 0 | I | See Footnotes |
| American Depositary SharesF7 | Oct 13, 2017 | J | 7,102 | $0.00 | A | 7,102 | D | |
| American Depositary SharesF8 | Oct 13, 2017 | J | 7,102 | $0.00 | A | 7,102 | D | |
| Ordinary sharesF1,F2,F6 | holding | — | — | — | 6,533,135 | I | See Footnotes | |
| Ordinary sharesF1,F3,F6 | holding | — | — | — | 73,162,022 | I | See Footnotes | |
| American Depositary SharesF1,F2,F6 | holding | — | — | — | 372,975 | I | See Footnotes | |
| American Depositary SharesF1,F3,F6 | holding | — | — | — | 3,476,256 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Ordinary shares of BeiGene, Ltd. (the "Issuer") are convertible into American Depository Shares ("ADS") on a 13:1 basis.
- F2As 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 or ADS, as applicable, 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.
- F3As 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 or ADS, as applicable, 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.
- F4Represents 49,200 ADS of the Issuer, each representing 13 Ordinary Shares distributed by 14159, L.P. as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 14159, L.P. Prior to the pro rata distribution, on September 15, 2017, 639,600 Ordinary Shares directly held by 14159, L.P. were converted to 49,200 ADS.
- F5As 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.
- F6Baker 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.
- F7Reflects 7,102 ADS of the Issuer held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above.
- F8Reflects 7,102 ADS of the Issuer held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above.
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.