Statement of Changes in Beneficial Ownership (4)
21 June 2023 - 8:00PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
OYLER JOHN |
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd.
[
BGNE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2023 |
(Street)
CAMANA BAY, GRAND CAYMAN, E9 KY1-1108 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares (1) | 6/15/2023 | | A | | 355641 | A | $0 | 1971554 | D | |
Ordinary Shares | | | | | | | | 481533 | I | See Footnote (2) |
Ordinary Shares | | | | | | | | 7727927 | I | See Footnote (3) |
Ordinary Shares | | | | | | | | 28984115 | I | See Footnote (4) |
Ordinary Shares | | | | | | | | 9545000 | I | See Footnote (5) |
Ordinary Shares | | | | | | | | 102188 | I | See Footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Share Option (Right to Buy) | $16.41 (7) | 6/15/2023 | | A | | 1349907 (7) | | (8) | 6/14/2033 | Ordinary Shares | 1349907.0 | $0 | 1349907 | D | |
Explanation of Responses: |
(1) | Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 15, 2023, subject to continued service. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events. |
(2) | These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership. |
(3) | These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. |
(4) | These securities are held by Oyler Investment LLC, of which 99% of the limited liability company interest is owned by a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. |
(5) | These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account. |
(6) | These securities are held by The John Oyler Legacy Trust, of which the Reporting Person's father is a trustee, for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership. |
(7) | The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. Each American Depositary Share represents 13 ordinary shares. |
(8) | These securities vest over a four-year period as follows: 25% on the first anniversary of June 15, 2023 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested shares are subject to accelerated vesting upon change of control or certain termination events. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
OYLER JOHN C/O MOURANT GOVERNANCE SERVICES (CAYMAN) 94 SOLARIS AVENUE CAMANA BAY, GRAND CAYMAN, E9 KY1-1108 | X |
| Chief Executive Officer |
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Signatures
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/s/ Qing Nian, as Attorney-in-Fact | | 6/20/2023 |
**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 control number. |
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