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 |
|
|||||||||||||||
|
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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 | 30,626,779 | A | $0 | 30,626,779 | I | See footnotes(1)(2)(3)(4) | ||
Ordinary Shares | 02/08/2016 | P | 9,100,000 | A | (5)(6) | 39,726,779 | I | See footnotes(1)(2)(6)(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 | (3) | 02/08/2016 | C | 14,814,814 | (3) | (3) | Ordinary Shares | 14,814,814 | $0 | 0 | I | See footnotes(1)(2) | |||
Series A-2 Preferred Shares | (4) | 02/08/2016 | C | 15,811,965 | (4) | (4) | Ordinary Shares | 15,811,965 | $0 | 0 | I | See footnotes(1)(2) |
Explanation of Responses: |
1. The securities to which this filing relates are held directly by (i) Hillhouse BGN Holdings Limited, a Cayman Islands limited partnership ("BGN"), (ii) Gaoling Fund, L.P., an exempted Cayman Islands limited partnership ("Gaoling") and (iii) YHG Investment, L.P., an exempted Cayman limited partnership ("YHG" and together with BGN and Gaoling, the "Hillhouse Entities"). BGN is owned by Hillhouse Fund II, L.P., a Cayman Islands limited partnership ("Funds II"). Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("Hillhouse Capital" or the "Reporting Person"), acts as the sole management company of Fund II and Gaoling and the sole general partner of YHG. Mr. Lei Zhang may be deemed to have controlling power over Hillhouse Capital. Mr. Lei Zhang disclaims beneficial ownership of all of the securities held by the Hillhouse Entities, except to the extent of his pecuniary interest therein. |
2. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. The Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
3. The Series A Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A Preferred Shares did not have an expiration date. The Series A Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering. |
4. The Series A-2 Preferred Shares were held by BGN and were convertible at any time, at the holder's election, into Ordinary Shares of the Issuer. The Series A-2 Preferred Shares did not have an expiration date. The Series A-2 Preferred Shares automatically converted into Ordinary Shares upon the closing of the Issuer's initial public offering. |
5. These Ordinary Shares represented by American Depositary Shares ("ADSs") were purchased in the Issuer's initial public offering at a price of $24.00 per ADS. |
6. Each ADS represents 13 Ordinary Shares. |
7. These Ordinary Shares are represented by an aggregate of 700,000 ADSs held by Gaoling and YHG. |
Hillhouse Capital Management, Ltd. /s/ Richard A. Hornung, General Counsel and Chief Compliance Officer | 02/10/2016 | |
** 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. |