| 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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 19,601,138(1) | A | $0 | 19,601,138(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | D | ||||
| Series A-2 Preferred Shares | (4) | 02/08/2016 | C | 4,786,324 | (4) | (4) | Ordinary Shares | 4,786,324 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the total number of Ordinary Shares received upon conversion of the Issuer's Series A Preferred Shares and Series A-2 Preferred Shares. |
| 2. CB Biotech Investment Limited ("CB Biotech") directly owns 19,601,138 Ordinary Shares. CB Biotech is wholly owned by CPEChina Fund, L.P. ("CPEC"), and CITIC PE Associates, L.P. ("PE Associates") is the sole general partner of CPEC. CITIC PE Funds Limited ("PE Funds") is the sole general partner of PE Associates. The shares directly owned by CB Biotech may be deemed indirectly owned by CPEC, PE Associates, and PE Funds (the "Reporting Persons"); however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. |
| 3. Immediately prior to the closing of the Issuer's initial public offering of its American Depositary Shares, each representing 13 Ordinary Shares ("the ADSs"), the 14,814,814 shares of Series A Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer. |
| 4. Immediately prior to the closing of the Issuer's initial public offering of its ADSs, the 4,786,324 shares of Series A-2 Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A-2 Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer. |
| /s/ Ching Nar Cindy Chan | 02/09/2016 | |
| /s/ Ching Nar Cindy Chan | 02/09/2016 | |
| /s/ Ching Nar Cindy Chan | 02/09/2016 | |
| /s/ Ching Nar Cindy Chan | 02/09/2016 | |
| ** 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. | ||