UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| BeiGene, Ltd. |
(Name of issuer)
| ORDINARY SHARES, $0.0001 PAR VALUE PER SHARE |
(Title of class of securities)
| 07725L 102** |
(CUSIP number)
| February 8, 2016 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ACT”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
** This CUSIP applies to the American Depository Shares, each representing thirteen Ordinary Shares.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
SCHEDULE 13G |
| CUSIP No. 07725L 102 | Page 1 of 7 |
| (1) |
Names of reporting persons
Merck & Co., Inc. | |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Citizenship or place of organization
New Jersey | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) |
Sole voting power
0 | ||||
| (6) |
Shared voting power
31,589,038 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
31,589,038 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
31,589,038 | |||||
|
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
|
(11) |
Percent of class represented by amount in Row (9)
7.4%* | |||||
|
(12) |
Type of reporting person (see instructions)
HC | |||||
*Based on 427,442,865 Ordinary Shares outstanding as of February 8, 2016, according to information received from the Issuer on February 9, 2016.
|
SCHEDULE 13G |
| CUSIP No. 07725L 102 | Page 2 of 7 |
| (1) |
Names of reporting persons
Merck Sharp & Dohme Corp. | |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Citizenship or place of organization
New Jersey | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) |
Sole voting power
0 | ||||
| (6) |
Shared voting power
31,589,038 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
31,589,038 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
31,589,038 | |||||
|
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
|
(11) |
Percent of class represented by amount in Row (9)
7.4%* | |||||
|
(12) |
Type of reporting person (see instructions)
CO | |||||
*Based on 427,442,865 Ordinary Shares outstanding as of February 8, 2016, according to information received from the Issuer on February 9, 2016.
|
SCHEDULE 13G |
| CUSIP No. 07725L 102 | Page 3 of 7 |
| (1) |
Names of reporting persons
Merck Sharp & Dohme Research GmbH | |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Citizenship or place of organization
Switzerland | |||||
|
Number of shares beneficially owned by each reporting person with: |
(5) |
Sole voting power
0 | ||||
| (6) |
Shared voting power
31,589,038 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
31,589,038 | |||||
|
(9) |
Aggregate amount beneficially owned by each reporting person
31,589,038 | |||||
|
(10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
|
(11) |
Percent of class represented by amount in Row (9)
7.4%* | |||||
|
(12) |
Type of reporting person (see instructions)
FI | |||||
*Based on 427,442,865 Ordinary Shares outstanding as of February 8, 2016, according to information received from the Issuer on February 9, 2016.
| Page 4 of 7 |
ITEM 1.
(a) Name of Issuer: BeiGene, Ltd.
(b) Address of Issuer’s Principal Executive Offices: c/o Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands
ITEM 2.
(a) Name of Person Filing:
(1) Merck & Co., Inc.
(2) Merck Sharp & Dohme Corp.
(3) Merck Sharp & Dohme Research GmbH
(b) Address of Principal Business Office, or if None, Residence:
(1) Merck & Co., Inc.: 2000 Galloping Hill Road, Kenilworth, NJ 07033
(2) Merck Sharp & Dohme Corp.: One Merck Drive, Whitehouse Station, NJ 08889
(3) Merck Sharp & Dohme Research GmbH: Weystrasse 20, CH-6000, Lucerne 6, Switzerland
(c) Citizenship:
(1) Merck & Co., Inc.: New Jersey
(2) Merck Sharp & Dohme Corp.: New Jersey
(3) Merck Sharp & Dohme Research GmbH: Switzerland
(d) Title of Class of Securities:
Ordinary Shares, $0.0001 Par Value Per Share
(e) CUSIP Number: 07725L 102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
| (a) | [_] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | [_] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | [_] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | [_] | An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); | |
| (g) | [_] | A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); | |
| (h) | [_] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [_] | Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). |
| Page 5 of 7 |
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 31,589,038
The reported securities are owned directly by Merck Sharp & Dohme Research GmbH (“MSDRG”), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. (“MSD”), which is a wholly owned subsidiary of Merck & Co., Inc. (“Merck”). MSD and Merck are indirect beneficial owners of the reported securities.
(b) Percent of class: 7.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
INSTRUCTION. For computations regarding securities which represent a right to acquire an underlying security SEE ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
The reported securities are owned directly by MSDRG, which is a wholly owned subsidiary of MSD, which is a wholly owned subsidiary of Merck. MSD and Merck are indirect beneficial owners of the reported securities.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
| Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
MERCK SHARP & DOHME RESEARCH GMBH
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Attorney-in-Fact | Date | |
|
MERCK SHARP & DOHME CORP.
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Assistant Secretary | Date | |
|
MERCK & CO., INC.
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Senior Assistant Secretary | Date |
Remarks
Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated February 8, 2016 granted by Merck Sharp & Dohme Research GmbH, a copy of which is filed as Exhibit 24.1 to this Schedule 13G.
| Page 7 of 7 |
EXHIBIT INDEX
Ex. 24.1 - Power of Attorney dated February 8, 2016,
Ex. 99.1 - Joint Filing Agreement dated February 12, 2016.
Exhibit 24.1
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Katie Fedosz and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Merck Sharpe & Dohme Research GmbH (the "Company"), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D; (vi) Schedule 13G, (vii) one or more joint filing agreements with respect thereto; and (viii) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 8, 2016.
|
MERCK SHARP & DOHME RESEARCH GMBH
|
| /s/ Cedric Kineider |
|
Name: Cedric Kineider Title: Director
|
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
|
MERCK SHARP & DOHME RESEARCH GMBH
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Attorney-in-Fact | Date | |
|
MERCK SHARP & DOHME CORP.
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Assistant Secretary | Date | |
|
MERCK & CO., INC.
/s/ Katie Fedosz |
02/12/2016 | |
| Katie Fedosz, as Senior Assistant Secretary | Date |