Statement of Changes in Beneficial Ownership (4)

Date : 03/20/2017 @ 7:07PM
Source : Edgar (US Regulatory)
Stock : Beigene, Ltd. ADS (MM) (BGNE)
Quote : 86.065  0.925 (1.09%) @ 3:52PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OYLER JOHN
2. Issuer Name and Ticker or Trading Symbol

BeiGene, Ltd. [ BGNE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O MOURANT OZANNES CORPORATE SERVICES, 94 SOLARIS AVENUE, CAMANA BAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/16/2017
(Street)

GRAND CAYMAN, E9 KY1-1108
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
American Depositary Shares   (1) 3/16/2017     S (2)    15838   D $38.7581   (3) 197640   D    
American Depositary Shares   (1) 3/16/2017     S (2)    200   D $39.37   197440   D    
American Depositary Shares   (1) 3/17/2017     S (2)    2717   D $40.0209   (4) 194723   D    
American Depositary Shares   (1) 3/20/2017     S (2)    13234   D $40.0190   (5) 181489   D    
Ordinary Shares                  23436468   D    
Ordinary Shares                  29890174   I   See footnote   (6)
Ordinary Shares                  10000000   I   See footnote   (7)
Ordinary Shares                  102188   I   See footnote   (8)
Ordinary Shares                  8000000   I   See footnote   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
( 1)  Each American Depositary Share represents 13 Ordinary Shares
( 2)  The sale was effected pursuant to a Rule 105b-1 trading plan adopted by the Reporting Person.
( 3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.26 to $39.22, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of American Depositary Shares sold at each separate price within the ranges set forth in footnotes (3) to (5).
( 4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.10, inclusive.
( 5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.16, inclusive.
( 6)  These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
( 7)  These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
( 8)  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.
( 9)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OYLER JOHN
C/O MOURANT OZANNES CORPORATE SERVICES
94 SOLARIS AVENUE, CAMANA BAY
GRAND CAYMAN, E9 KY1-1108
X X Chief Executive Officer

Signatures
/s/ Howard Liang, as Attorney-in-Fact 3/20/2017
** 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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