0001635698-16-000062.txt : 20160210
0001635698-16-000062.hdr.sgml : 20160210
20160210162820
ACCESSION NUMBER: 0001635698-16-000062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160208
FILED AS OF DATE: 20160210
DATE AS OF CHANGE: 20160210
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BeiGene, Ltd.
CENTRAL INDEX KEY: 0001651308
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES
STREET 2: 94 SOLARIS AVENUE, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
BUSINESS PHONE: 13459494123
MAIL ADDRESS:
STREET 1: C/O MOURANT OZANNES CORPORATE SERVICES
STREET 2: 94 SOLARIS AVENUE, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merck Sharp & Dohme Research GmbH
CENTRAL INDEX KEY: 0001665244
STATE OF INCORPORATION: V8
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161406093
BUSINESS ADDRESS:
STREET 1: WEYSTRASSE 20
CITY: LUCERNE 6
STATE: V8
ZIP: CH-6000
BUSINESS PHONE: 41 58 618 16 16
MAIL ADDRESS:
STREET 1: WEYSTRASSE 20
CITY: LUCERNE 6
STATE: V8
ZIP: CH-6000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merck Sharp & Dohme Corp.
CENTRAL INDEX KEY: 0000942443
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161406094
BUSINESS ADDRESS:
STREET 1: ONE MERCK DRIVE
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889
BUSINESS PHONE: 908-740-4000
MAIL ADDRESS:
STREET 1: ONE MERCK DRIVE
CITY: WHITEHOUSE STATION
STATE: NJ
ZIP: 08889
FORMER NAME:
FORMER CONFORMED NAME: SCHERING CORP
DATE OF NAME CHANGE: 19950321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Merck & Co., Inc.
CENTRAL INDEX KEY: 0000310158
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37686
FILM NUMBER: 161406095
BUSINESS ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
BUSINESS PHONE: 908-740-4000
MAIL ADDRESS:
STREET 1: 2000 GALLOPING HILL ROAD
CITY: KENILWORTH
STATE: NJ
ZIP: 07033
FORMER NAME:
FORMER CONFORMED NAME: Merck & Co. Inc.
DATE OF NAME CHANGE: 20091103
FORMER NAME:
FORMER CONFORMED NAME: SCHERING PLOUGH CORP
DATE OF NAME CHANGE: 19920703
4
1
form4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-02-08
0
0001651308
BeiGene, Ltd.
BGNE
0000310158
Merck & Co., Inc.
2000 GALLOPING HILL ROAD
KENILWORTH
NJ
07033
0
0
1
0
0000942443
Merck Sharp & Dohme Corp.
ONE MERCK DRIVE
WHITEHOUSE STATION
NJ
08889
0
0
1
0
0001665244
Merck Sharp & Dohme Research GmbH
WEYSTRASSE 20
LUCERNE 6
V8
CH-6000
SWITZERLAND
0
0
1
0
Ordinary Shares
2016-02-08
4
C
0
18518519
A
18518519
I
Via wholly owned subsidiary, MSDRG
Ordinary Shares
2016-02-08
4
C
0
5128205
A
5128205
I
Via wholly owned subsidiary, MSDRG
Ordinary Shares
2016-02-08
4
J
0
7942314
A
7942314
I
Via wholly owned subsidiary, MSDRG
Series A Preferred Shares
2016-02-08
4
C
0
18518519
D
Ordinary Shares
18518519
0
I
Via wholly owned subsidiary, MSDRG
Series A-2 Preferred Shares
2016-02-08
4
C
0
5128205
D
Ordinary Shares
5128205
0
I
Via wholly owned subsidiary, MSDRG
The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date.
The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities.
The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date.
The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.
Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH. This power of attorney is incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by Merck & Co., Inc. on February 2, 2016.
MERCK & CO., INC. /s/ Katie Fedosz, as Senior Assistant Secretary
2016-02-10
MERCK SHARP & DOHME CORP. /s/ Katie Fedosz, as Assistant Secretary
2016-02-10
MERCK SHARP & DOHME RESEARCH GMBH /s/ Katie Fedosz, as Attorney-in-Fact
2016-02-10