Xiaobin Wu - May 5, 2022 Form 4 Insider Report for BeiGene, Ltd. (BGNE)

Signature
/s/ Qing Nian, as Attorney-in-Fact
Stock symbol
BGNE
Transactions as of
May 5, 2022
Transactions value $
-$1,105,276
Form type
4
Date filed
5/6/2022, 05:15 PM
Previous filing
Dec 17, 2021
Next filing
Jun 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BGNE American Depositary Shares Sale -$129K -800 -11.9% $161.72 5.93K May 5, 2022 Direct F5, F6, F7
transaction BGNE American Depositary Shares Sale -$547K -3.35K -56.54% $163.23 2.58K May 5, 2022 Direct F5, F6, F8
transaction BGNE American Depositary Shares Sale -$28.9K -175 -6.8% $165.02 2.4K May 5, 2022 Direct F5, F6, F9
transaction BGNE American Depositary Shares Sale -$182K -1.1K -45.83% $165.07 1.3K May 5, 2022 Direct F5, F6, F10
transaction BGNE American Depositary Shares Sale -$117K -700 -53.85% $167.32 600 May 5, 2022 Direct F5, F6, F11
transaction BGNE American Depositary Shares Sale -$16.8K -100 -16.67% $168.15 500 May 5, 2022 Direct F5, F6
transaction BGNE American Depositary Shares Sale -$84.7K -500 -100% $169.39 0 May 5, 2022 Direct F5, F6, F12
holding BGNE RMB Shares 0 May 5, 2022 See Footnote F1, F2, F3
holding BGNE Ordinary Shares 865K May 5, 2022 Direct F4
holding BGNE American Depositary Shares 12.4K May 5, 2022 Direct F5
holding BGNE American Depositary Shares 4K May 5, 2022 By Wife F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market.
F2 The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924).
F3 The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, has contributed RMB15 million to the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose.
F4 Includes 494 ordinary shares acquired pursuant to the Company's Third Amended and Restated 2018 Employee Share Purchase Plan.
F5 Each American Depositary Share represents 13 Ordinary Shares.
F6 The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/5th of the securities will vest on each anniversary of April 30, 2018, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events following a change in control.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.10 to $161.99, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.79 to $163.625, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $165.01 to $165.11, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $164.7434 to $165.565, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $167.00 to $167.75, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.265 to $169.44, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depository Shares sold at each separate price.