Statement of Changes in Beneficial Ownership (4)
May 22 2019 - 7:05PM
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
*
Huang Jane
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CMO, Hematology
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(Last)
(First)
(Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2019
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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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271621
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D
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American Depositary Shares
(1)
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5/20/2019
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M
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300
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A
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$45.31
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300
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D
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American Depositary Shares
(1)
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5/20/2019
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S
(2)
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300
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D
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$130.12
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0
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D
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American Depositary Shares
(1)
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5/21/2019
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M
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2200
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A
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$45.31
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2200
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D
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American Depositary Shares
(1)
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5/21/2019
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S
(2)
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2200
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D
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$130.0598
(3)
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0
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D
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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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$3.49
(4)
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5/20/2019
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M
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3900
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(5)
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6/26/2027
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Ordinary Shares
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3900.0
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$0
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976565
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D
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Share Option (Right to Buy)
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$3.49
(4)
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5/21/2019
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M
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28600
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(5)
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6/26/2027
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Ordinary Shares
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28600.0
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$0
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947965
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D
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Explanation of Responses:
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(1)
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Each American Depositary Share ("ADS") represents 13 Ordinary Shares.
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(2)
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The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.00 to $130.27, inclusive. The Reporting Person has provided to 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 Depository Shares, sold at each separate price.
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(4)
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The number of securities underlying each option and the exercise price therefore 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 options vest over a four-year period as follows: 25% on the first anniversary of the date of grant, with the remaining shares vesting in 36 equal successive monthly installments on the last day of each month thereafter. Unvested options are subject to accelerated vesting upon certain termination events following a change in control.
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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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Huang Jane
C/O MOURANT GOVERNANCE SERVICES (CAYMAN)
94 SOLARIS AVENUE
CAMANA BAY, GRAND CAYMAN, E9 KY1-1108
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CMO, Hematology
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Signatures
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/s/ Scott A. Samuels, as Attorney-in-Fact
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5/22/2019
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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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