BAKER BROS. ADVISORS LP - 21 May 2025 Form 4 Insider Report for BeiGene, Ltd. (ONC)

Reporting relationship: Director
Issuer ticker: ONC
Reported as of: 21 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 22 May 2025, 16:10:06 UTC
Prior SEC filing: 19 May 2025
Next SEC filing: 02 Jun 2025
Source filing: View source filing
Reporting owner signature: By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing

Key filing fact

BAKER BROS. ADVISORS LP filed Form 4 for BeiGene, Ltd. (ONC) on 22 May 2025.

Key facts

This page summarizes BAKER BROS. ADVISORS LP's Form 4 filing for BeiGene, Ltd. (ONC).
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 22 May 2025, 16:10.

Change

Previous filing in this sequence was filed on 19 May 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (6)

CIK 0001263508 Primary reporting owner

BAKER BROS. ADVISORS LP

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Signature date: 22 May 2025

CIK 0001551139

667, L.P.

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Signature date: 22 May 2025

CIK 0001580575

Baker Bros. Advisors (GP) LLC

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Signature date: 22 May 2025

CIK 0001363364

Baker Brothers Life Sciences LP

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President
Signature date: 22 May 2025

CIK 0001087940

BAKER FELIX

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: /s/ Felix J. Baker
Signature date: 22 May 2025

CIK 0001087939

BAKER JULIAN

Relationship: Director
Address: 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK
Signature: /s/ Julian C. Baker
Signature date: 22 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ONC transaction

Ordinary Shares

Award

Transaction value: $0
Shares: +21,970
Change %: +17%
Price: $0.000000
Shares after: 148,065
Date: 21 May 2025
Ownership: See Footnotes
Footnotes: F1, F2, F3, F4, F5, F6, F7, F8, F9

ONC transaction

Ordinary Shares

Award

Transaction value: $0
Shares: +21,970
Change %: +17%
Price: $0.000000
Shares after: 148,069
Date: 21 May 2025
Ownership: See Footnotes
Footnotes: F1, F3, F4, F5, F6, F7, F8, F9, F10

ONC holding

Ordinary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1
Date: 21 May 2025
Ownership: Direct
Footnotes: F11

ONC holding

Ordinary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 1
Date: 21 May 2025
Ownership: Direct
Footnotes: F12

ONC holding

American Depositary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 10,418
Date: 21 May 2025
Ownership: Direct
Footnotes: F13, F14

ONC holding

American Depositary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 10,418
Date: 21 May 2025
Ownership: Direct
Footnotes: F13, F15

ONC holding

American Depositary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 730,642
Date: 21 May 2025
Ownership: See Footnotes
Footnotes: F4, F5, F8, F13, F16

ONC holding

American Depositary Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 8,068,411
Date: 21 May 2025
Ownership: See Footnotes
Footnotes: F4, F5, F8, F13, F17

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ONC transaction Derivative

Share Option (Right to Buy)

Award

Transaction value: $0
Shares: +45,500
Change %
Price: $0.000000
Shares after: 45,500
Date: 21 May 2025
Ownership: See Footnotes
Underlying class: Ordinary Shares
Underlying amount: 45,500
Exercise price: $18.19
Footnotes: F2, F3, F4, F5, F6, F7, F8, F18

ONC transaction Derivative

Share Option (Right to Buy)

Award

Transaction value: $0
Shares: +45,500
Change %
Price: $0.000000
Shares after: 45,500
Date: 21 May 2025
Ownership: See Footnotes
Underlying class: Ordinary Shares
Underlying amount: 45,500
Exercise price: $18.19
Footnotes: F3, F4, F5, F6, F7, F8, F10, F18

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 18 footnotes

Footnote F1

Includes 10,985 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 May 21, 2025, 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.

Footnote 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.

Footnote 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 (as defined below) are entitled to an indirect proportionate pecuniary interest in such securities. The Funds (as defined below) 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 (as defined below) and (ii) the Funds (as defined below), 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).

Footnote F4

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 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.

Footnote 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.

Footnote F6

Pursuant to the policies of the Adviser, 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.

Footnote F7

The acquisitions of the RSUs and Share Options reported on this form represent grants to each of Michael Goller and Ranjeev Krishana of 10,985 RSUs on Table I and 22,750 Share Options on Table II. These grants, totaling 21,970 RSUs and 45,500 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.

Footnote F8

Michael Goller and Ranjeev Krishana serve on the Board as representatives of the Funds and their affiliates and control persons.

Footnote F9

Includes beneficial ownership of 63,037 Ordinary Shares received from vested RSUs each previously granted to Michael Goller and Ranjeev Krishana in their capacity as directors of the Issuer.

Footnote 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.

Footnote F11

Ordinary Share held directly by Felix J. Baker.

Footnote F12

Ordinary Share held directly by Julian C. Baker.

Footnote F13

American Depositary Shares ("ADS") each represent 13 Ordinary Shares.

Footnote F14

American Depositary Shares held directly by Felix J. Baker.

Footnote F15

American Depositary Shares held directly by Julian C. Baker.

Footnote 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.

Footnote 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.

Footnote F18

Includes 22,750 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 $18.19 and vest on the earlier of May 21, 2026 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.

SEC remarks

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.

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