X0306 4 2019-06-05 0 0001651308 BeiGene, Ltd. BGNE 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 American Depositary Shares 10749251 I See Footnotes American Depositary Shares 2019-06-06 4 J 0 182539 0 D 1028034 I See Footnotes American Depositary Shares 2019-06-06 4 J 0 13516 0 A 20618 D American Depositary Shares 2019-06-06 4 J 0 13516 0 A 20618 D Ordinary shares 5250491 I See Footnotes Ordinary shares 2019-06-06 4 J 0 582200 0 D 18591 I See Footnotes Ordinary shares 2019-06-06 4 J 0 43109 0 A 43109 D Ordinary shares 2019-06-06 4 J 0 43109 0 A 43109 D Shares Option (Right to Buy) 9.23 2019-06-05 4 A 0 129220 0 A 2029-06-04 Ordinary Shares 129220 129220 I See footnotes As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Baker Brothers Life Sciences, L.P, ("Life Sciences"), Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the ordinary shares ("Ordinary Shares") or American Depositary Shares ("ADS") of BeiGene, Ltd. (the "Issuer"), as applicable, 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Represents Ordinary Shares or ADS, as applicable, distributed by 667, L.P. ("667" and together with Life Sciences, the "Funds") as part of an in-kind pro rata distribution without consideration in accordance with pecuniary interest to Julian C. Baker, Felix J. Baker and other investors in 667. After giving effect to the transaction reported herein and 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 Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. ADS held directly by Julian C. Baker including 13,516 ADS received from the in-kind pro rata distributions without consideration reported above. ADS held directly by Felix J. Baker including 13,516 ADS received from the in-kind pro rata distributions without consideration reported above. 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 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 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. Includes beneficial ownership of 9,290 restricted share units ("RSU's") convertible solely into Ordinary Shares of the Issuer each previously granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser in their capacity as directors of the Issuer. Michael Goller and Ranjeev Krishana serve on the Board (defined below) as representatives of the Funds. 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 part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSU's 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 Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSU's and Share Options (i.e. no direct pecuniary interest). Ordinary Shares held directly by Felix J. Baker including 43,109 Ordinary Shares received from the in-kind pro rata distributions without consideration reported above. Ordinary Shares held directly by Julian C. Baker including 43,109 Ordinary Shares received from the in-kind pro rata distributions without consideration reported above. 64,610 Share Options convertible solely into Ordinary Shares of the Issuer each were granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser in their capacity as directors of the Issuer. The Share Options with a strike price of $9.23 vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting provided, however, that all vesting shall cease if Michael Goller or Ranjeev Krishana resigns from the Board of Directors (the "Board") or otherwise ceases to serve as a director, unless the Board determines otherwise. The Share Options expire on June 4, 2029. Michael Goller and Ranjeev Krishana serve on the Board of the Issuer as representatives of the Funds. Unvested Share Options are subject to accelerated vesting upon a change in control or certain termination events. The disclosure of the grant Share Options reported on this form is a grant of 64,610 Share Options to each director referenced above. The 64,610 Share Options are reported for each of the Funds as each has an indirect pecuniary interest. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Share Options to purchase Ordinary Shares of the Issuer beneficially owned 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 Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Share Options to purchase Ordinary Shares of the Issuer beneficially owned 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Ordinary shares are convertible into ADS on a 13:1 basis. 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. 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. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-06-07 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 2019-06-07 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2019-06-07 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., Name: Scott L. Lessing, Title: President /s/ 2019-06-07 /s/ Felix J. Baker 2019-06-07 /s/ Julian C. Baker 2019-06-07