| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGNE | Ordinary Shares | Award | $0 | +32.7K | +34.99% | $0.00 | 126K | Jun 5, 2024 | See Footnotes | F1, F2, F3, F4, F5, F6, F7, F8, F9 |
| transaction | BGNE | Ordinary Shares | Award | $0 | +32.7K | +34.99% | $0.00 | 126K | Jun 5, 2024 | See Footnotes | F1, F3, F4, F5, F6, F7, F8, F9, F10 |
| holding | BGNE | Ordinary Shares | 1 | Jun 5, 2024 | Direct | F11 | |||||
| holding | BGNE | Ordinary Shares | 1 | Jun 5, 2024 | Direct | F12 | |||||
| holding | BGNE | American Depositary Shares | 10.4K | Jun 5, 2024 | Direct | F13, F14 | |||||
| holding | BGNE | American Depositary Shares | 10.4K | Jun 5, 2024 | Direct | F13, F15 | |||||
| holding | BGNE | American Depositary Shares | 878K | Jun 5, 2024 | See Footnotes | F4, F5, F8, F13, F16 | |||||
| holding | BGNE | American Depositary Shares | 9.69M | Jun 5, 2024 | See Footnotes | F4, F5, F8, F13, F17 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGNE | Share Option (Right to Buy) | Award | $0 | +68.3K | $0.00 | 68.3K | Jun 5, 2024 | Ordinary Shares | 68.3K | $12.23 | See Footnotes | F2, F3, F4, F5, F6, F7, F8, F18 | |
| transaction | BGNE | Share Option (Right to Buy) | Award | $0 | +68.3K | $0.00 | 68.3K | Jun 5, 2024 | Ordinary Shares | 68.3K | $12.23 | See Footnotes | F3, F4, F5, F6, F7, F8, F10, F18 |
| Id | Content |
|---|---|
| F1 | Includes 16,341 restricted stock units (each, an "RSU") payable solely in ordinary shares ("Ordinary Shares") of BeiGene, Ltd. (the "Issuer") granted by the Issuer to each of Michael Goller, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), and Ranjeev Krishana, a full-time employee of the Adviser on June 5, 2024, 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 of directors of the Issuer (the "Board") or otherwise ceases to serve as a director, unless the Board determines otherwise. |
| F2 | After 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 and the Share Options (as defined below) reported in column 9 of Table II 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. |
| F3 | Pursuant to the policies of the Adviser, Michael Goller and Ranjeev Krishana do not have any right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the Ordinary Shares received upon vesting of RSUs and non-qualified share options convertible solely into Ordinary Shares of the Issuer ("Share Options") received as a result of their service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, 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, Share Options, and Ordinary Shares received upon the exercise of Share Options (i.e. no direct pecuniary interest). |
| F4 | 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 directly by the Funds or for the benefit of 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 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 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. |
| F5 | Julian 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. |
| F6 | Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Ordinary Shares received as a result of the exercise of Stock Options or vesting of RSUs. |
| F7 | The acquisitions of the RSUs and Share Options reported on this form represent grants to each of Michael Goller and Ranjeev Krishana of 16,341 RSUs on Table I and 34,151 Share Options on Table II. These grants, totaling 32,682 RSUs and 68,302 Share Options for Michael Goller and Ranjeev Krishana in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F8 | Michael Goller and Ranjeev Krishana serve on the Board as representatives of the Funds and their affiliates and control persons. |
| F9 | Includes beneficial ownership of 46,696 Ordinary Shares received from vested RSUs each previously granted to Michael Goller and Ranjeev Krishana in their capacity as directors of the Issuer. |
| F10 | After 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 and the Share Options reported in column 9 of Table II 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. |
| F11 | Ordinary Share held directly by Felix J. Baker. |
| F12 | Ordinary Share held directly by Julian C. Baker. |
| F13 | American Depositary Shares ("ADS") each represent 13 Ordinary Shares. |
| F14 | American Depositary Shares held directly by Felix J. Baker. |
| F15 | American Depositary Shares held directly by Julian C. Baker. |
| F16 | As 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. |
| F17 | 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 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. |
| F18 | Includes 34,151 Share Options granted by the Issuer to each of Michael Goller and Ranjeev Krishana, full-time employees of the Adviser, in their capacity as directors of the Issuer pursuant to the 2016 Plan. The Share Options have a strike price of $12.23 and vest on the earlier of June 5, 2025 or the date of the next annual general meeting of the Issuer, provided, however, that all vesting of Share Options 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. |