SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

OYLER JOHN

(Last)

(First)

(Middle)

C/O GENTA INC

3550 GENERAL ATOMICS CT BLDG 9

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2016

3. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Office

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	50,381,969	D
Ordinary Shares	10,000,000	I	See Footnote⁽¹⁾
Ordinary Shares	102,188	I	See Footnote⁽²⁾
Ordinary Shares	8,000,000	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Warrant (Right to Buy)	10/07/2014	⁽⁴⁾	Series A Preferred Shares	57,777	$0.675	D
Series A Preferred Shares	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	9,340,603⁽⁵⁾	⁽⁵⁾	D
Share Option (Right to Buy)	⁽⁶⁾	07/19/2025	Ordinary Shares	11,400,500	$0.5	D

Explanation of Responses:

1. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.

2. These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership.

3. These securities are held in a grantor retained annuity trust for the benefit of the Reporting Person.

4. These securities expire on the earlier of: (a) the closing of a Sale Event (as defined in the Series A Warrant); or (b) immediately prior to the closing of Issuer's initial public offering.

5. These securities consist of Series A Preferred Shares (the "Series A Shares") of the Issuer, which are convertible at any time into the Issuer's Ordinary Shares and will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer. The Series A Shares do not have an expiration date.

6. These securities vest over a five-year period as follows: 20% on July 19, 2016, and the remaining in 48 successive equal monthly installments, subject to continued service.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ John V. Oyler	02/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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