CUSIP No. 07725L102 | ||
1. Names of Reporting Persons. | ||
John V. Oyler | ||
2. Check the Appropriate Box if a Member of a Group (See Instructions) | ||
(a) o (b) o | ||
3. SEC Use Only | ||
4. Citizenship or Place of Organization | ||
United States | ||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. Sole Voting Power 76,776,787 (1) | |
6. Shared Voting Power 0 | ||
7. Sole Dispositive Power 76,776,787 (1) | ||
8. Shared Dispositive Power 0 | ||
9. Aggregate Amount Beneficially Owned by Each Reporting Person | ||
76,776,787 (1) | ||
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)o | ||
11. Percent of Class Represented by Amount in Row (9) | ||
7.6% (2) | ||
12. Type of Reporting Person (See Instructions) | ||
IN | ||
(1) Consists of (i) 15,581,850 ordinary shares held directly by Mr. Oyler; (ii) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iii) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler’s father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (iv) 7,743,227 ordinary shares held in a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (v) 29,439,115 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; and (vi) 13,910,407 shares issuable to Mr. Oyler upon exercise of share options or restricted share units exercisable or vesting within 60 days after December 31, 2019. (2) Based on 1,007,975,711 ordinary shares outstanding as of January 2, 2020, as reported by the Issuer to the Reporting Person. |
Item 1. | ||
(a) | Name of Issuer BeiGene, Ltd. | |
(b) | Address of Issuer’s Principal Executive Offices c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands | |
Item 2. | ||
(a) | Name of Person Filing John V. Oyler | |
(b) | Address of Principal Business Office or, if none, Residence c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands | |
(c) | Citizenship United States | |
(d) | Title of Class of Securities Ordinary Shares, par value $0.0001 per share | |
(e) | CUSIP Number 07725L102 | |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c). |
(a) | Amount beneficially owned: |
Consists of (i) 15,581,850 ordinary shares held directly by Mr. Oyler; (ii) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iii) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler’s father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (iv) 7,743,227 ordinary shares held in a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (v) 29,439,115 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; and (vi) 13,910,407 shares issuable to Mr. Oyler upon exercise of share options or restricted share units exercisable or vesting within 60 days after December 31, 2019. |
(b) | Percent of class: |
7.6% |
(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. |
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 | |
Not applicable. | ||
Item 8. | Identification and Classification of Members of the Group | |
Not applicable. | ||
Item 9. | Notice of Dissolution of Group | |
Not applicable. | ||
Item 10. Certification | ||
Not applicable. | ||
Date: February 7, 2020 | JOHN V. OYLER | |
By: | /s/ John V. Oyler | |
Name: | John V. Oyler |