| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BGNE | Ordinary Shares | Award | $0 | +33.4K | +97.66% | $0.00 | 67.6K | Jun 22, 2022 | See Footnotes | F1, F4, F5, F6, F10, F11, F12, F13 |
| transaction | BGNE | Ordinary Shares | Award | $0 | +33.4K | +97.65% | $0.00 | 67.6K | Jun 22, 2022 | See Footnotes | F1, F5, F6, F7, F10, F11, F12, F13, F14 |
| holding | BGNE | American Depositary Shares | 10.4K | Jun 22, 2022 | Direct | F1, F2 | |||||
| holding | BGNE | American Depositary Shares | 10.4K | Jun 22, 2022 | Direct | F1, F3 | |||||
| holding | BGNE | American Depositary Shares | 969K | Jun 22, 2022 | See Footnotes | F1, F4, F5, F6 | |||||
| holding | BGNE | American Depositary Shares | 10.7M | Jun 22, 2022 | See Footnotes | F1, F5, F6, F7 | |||||
| holding | BGNE | Ordinary Shares | 1 | Jun 22, 2022 | Direct | F1, F8 | |||||
| holding | BGNE | Ordinary Shares | 1 | Jun 22, 2022 | Direct | F1, F9 |
| 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 | +69.3K | $0.00 | 69.3K | Jun 22, 2022 | Ordinary Shares | 69.3K | $11.98 | See Footnotes | F1, F5, F6, F11, F12, F14, F15 |
| Id | Content |
|---|---|
| F1 | American Depositary Shares ("ADS") of BeiGene, Ltd. (the "Issuer") each represent 13 Ordinary Shares ("Ordinary Shares") of the Issuer. |
| F2 | ADS held directly by Julian C. Baker. |
| F3 | ADS held directly by Felix J. Baker. |
| F4 | After giving effect to the transaction 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 Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held 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. |
| F5 | Baker Bros. Advisors LP (the "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 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 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 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. |
| F6 | 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. |
| F7 | After giving effect to the transaction 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 Ordinary Shares or ADS, as applicable, 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. |
| F8 | Ordinary Share held directly by Felix J. Baker. |
| F9 | Ordinary Share held directly by Julian C. Baker. |
| F10 | Includes beneficial ownership of 17,082 Ordinary Shares received from vested restricted share units convertible solely into Ordinary Shares of the Issuer ("RSUs") each previously granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser, in their capacity as directors of the Issuer. Michael Goller and Ranjeev Krishana serve on the board of directors of the Issuer (the "Board") as representatives of the Funds. |
| F11 | 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 part of their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in the 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). |
| F12 | 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. |
| F13 | 16,692 RSUs granted to each of Michael Goller and Ranjeev Krishana on June 22, 2022, pursuant to the Issuer's 2016 Share Option and Incentive Plan (the "2016 Plan"). The RSUs vest upon 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 shall cease if Michael Goller or Ranjeev Krishana resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise. |
| F14 | 34,645 Share Options each granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser, in their capacity as directors of the Issuer under the 2016 Plan. The Share Options have a strike price of $11.98 and vest upon 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 shall cease if Michael Goller or Ranjeev Krishana resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise. |
| F15 | The Share Options expire on June 21, 2032. Michael Goller and Ranjeev Krishana serve on the Board of the Issuer as representatives of the Funds. Unvested Share Options are subject to accelerated vesting upon a change in control and certain termination events. |
Michael Goller and Ranjeev Krishana, full-time 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.