SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary shares 02/08/2016 C 4,382,118(1) A $0 4,382,118 I See Footnotes(2)(7)
Ordinary shares 02/08/2016 C 44,572,171(1) A $0 44,572,171 I See Footnotes(3)(7)
Ordinary shares 02/08/2016 C 582,747(1) A $0 582,747 I See Footnotes(4)(7)
Ordinary shares 02/08/2016 C 1,912,167(1) A $0 6,294,285 I See Footnotes(2)(7)
Ordinary shares 02/08/2016 C 26,292,961(1) A $0 70,865,132 I See Footnotes(3)(7)
Ordinary shares 02/08/2016 X 238,850(5) A $0.675 6,533,135 I See Footnotes(2)(7)
Ordinary shares 02/08/2016 X 2,296,890(5) A $0.675 73,162,022 I See Footnotes(3)(7)
Ordinary shares 02/08/2016 X 56,853(5) A $0.675 639,600 I See Footnotes(4)(7)
American Depositary Shares 02/08/2016 P 189,374(6) A $24 189,374 I See Footnotes(2)(7)
American Depositary Shares 02/08/2016 P 1,723,306(6) A $24 1,723,306 I See Footnotes(3)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred shares (8) 02/08/2016 C 4,382,118(1) (8) (8) Ordinary shares 4,382,118(8) $0(10) 0 I See Footnotes(2)(7)
Series A Preferred shares (8) 02/08/2016 C 44,572,171(1) (8) (8) Ordinary shares 44,572,171(8) $0(10) 0 I See Footnotes(3)(7)
Series A Preferred shares (8) 02/08/2016 C 582,747(1) (8) (8) Ordinary shares 582,747(8) $0(10) 0 I See Footnotes(4)(7)
Series A-2 Preferred shares (8) 02/08/2016 C 1,912,167(1) (8) (8) Ordinary shares 1,912,167(8) $0(10) 0 I See Footnotes(2)(7)
Series A-2 Preferred shares (8) 02/08/2016 C 26,292,961(1) (8) (8) Ordinary shares 26,292,961(8) $0(10) 0 I See Footnotes(3)(7)
Ordinary stock warrant (right to buy) $0.675 02/08/2016 X 238,850(5) 08/12/2014 08/12/2019(9) Ordinary shares 238,850(9) $0(10) 0 I See Footnotes(2)(7)
Ordinary stock warrant (right to buy) $0.675 02/08/2016 X 2,296,890(5) 08/12/2014 08/12/2019(9) Ordinary shares 2,296,890(9) $0(10) 0 I See Footnotes(3)(7)
Ordinary stock warrant (right to buy) $0.675 02/08/2016 X 56,853(5) 08/12/2014 08/12/2019(9) Ordinary shares 56,853(9) $0(10) 0 I See Footnotes(4)(7)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)
667 MADISION AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
667, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
14159, L.P.

(Last) (First) (Middle)
667 MADISION AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
Explanation of Responses:
1. Represents Ordinary Shares of BeiGene, Ltd.'s (the "Issuer") received upon conversion of the Issuer's Series A Preferred and Series A-2 Preferred shares which automatically converted into Ordinary Shares on a 1 for 1 basis without consideration upon the closing of the initial public offering of the Issuer.
2. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by 667, L.P. ("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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
3. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
4. After giving effect to the transactions reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares reported in column 5 of Table I directly held by 14159, L.P. ("14159" and together with Life Sciences and 667, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
5. Represents the exercise of ordinary stock warrants ("Warrants") at an exercise price of $0.675 per Ordinary Share.
6. On February 8, 2016 667 and Life Sciences purchased 189,374 and 1,723,306 American Depositary Shares of the Issuer, respectively, each representing 13 Ordinary Shares (the "ADS") for $24.00 per ADS, pursuant to an underwritten public offering.
7. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to 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 principals 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. 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.
8. Effective upon the closing of the Issuer's initial public offering of its ADS, the Series A Preferred shares and Series A-2 Preferred shares were converted on a 1 for 1 basis without consideration into the number of Ordinary Shares shown in Column 7. The Series A Preferred shares and Series A-2 Preferred shares did not have an expiration date and were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
9. The Warrants expire at the earlier of August 12,2019, sale of the Issuer or upon the closing of a Qualified IPO (as defined in the ordinary stock warrants) by the Issuer.
10. Pursuant to Instruction 4(c)(iii), this response has been left blank.
Remarks:
Michael Goller and Ranjeev Krishana, 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.
Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 02/08/2016
Baker Bros. Advisors (GP) LLC :Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 02/08/2016
/s/ Julian C. Baker 02/08/2016
/s/ Felix J. Baker 02/08/2016
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. 02/08/2016
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 Life Sciences 02/08/2016
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 02/08/2016
** 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 4 (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.
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 Number.