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