Statement of Changes in Beneficial Ownership (4)
June 08 2018 - 05:52PM
Edgar (US Regulatory)
FORM 4
[ ]
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
Estimated average burden
hours per response...
0.5
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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
*
Glazer Donald W.
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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
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MOURANT OZANNES CORPORATE SERVICES,, 94 SOLARIS AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/6/2018
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(Street)
CAMANA BAY, GRAND CAYMAN, E9 KY1-1108
(City)
(State)
(Zip)
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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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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
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1/26/2018
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G
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V
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10873
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D
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$0
(1)
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4527634
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D
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Ordinary Shares
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3/13/2018
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G
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V
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199992
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D
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$0
(2)
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4327642
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D
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Ordinary Shares
(3)
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6/6/2018
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A
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9290
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A
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$0
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4336932
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D
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Ordinary Shares
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38160
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I
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By wife.
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Share Option (Right to Buy)
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$16.15
(4)
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6/6/2018
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A
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17442
(4)
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(5)
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6/5/2028
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Ordinary Shares
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17442
(4)
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$0
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17442
(4)
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D
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Explanation of Responses:
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(1)
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This transaction involved a gift of 10,873 ordinary shares by the Reporting Person to his wife, who shares the Reporting Person's household.
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(2)
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Bona fide gift of shares which is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-5.
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(3)
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Represents securities underlying restricted share units ("RSUs"). All securities will vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.
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(4)
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The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our American Depositary Shares ("ADSs") on the date of grant, as each ADS represents 13 ordinary shares.
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(5)
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The option shall become exercisable in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors or otherwise ceases to serve as a director, unless the board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Glazer Donald W.
C/O MOURANT OZANNES CORPORATE SERVICES,
94 SOLARIS AVENUE
CAMANA BAY, GRAND CAYMAN, E9 KY1-1108
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X
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Signatures
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/s/ Scott A. Samuels, as Attorney-In-Fact
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6/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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