Sec Form 4 Filing - CB Biotech Investment Ltd @ BeiGene, Ltd. - 2016-02-08

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CB Biotech Investment Ltd
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MAPLES CORPORATE SERVICES (BVI) LTD., KINGSTON CHAMBERS, P.O. BOX 173 RD. TOWN
3. Date of Earliest Transaction (MM/DD/YY)
02/08/2016
(Street)
TORTOLA, D8
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Ordinary Shares 02/08/2016 C 19,601,138 ( 1 ) A $ 0 19,601,138 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Series A Preferred Shares ( 3 ) 02/08/2016 C 14,814,814 ( 3 ) ( 3 ) Ordinary Shares 1 4,814,814 $ 0 0 D
Series A-2 Preferred Shares ( 4 ) 02/08/2016 C 4,786,324 ( 4 ) ( 4 ) Ordinary Shares 4,786,324 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CB Biotech Investment Ltd
C/O MAPLES CORPORATE SERVICES (BVI) LTD.
KINGSTON CHAMBERS, P.O. BOX 173 RD. TOWN
TORTOLA, D8
X
CPEChina Fund, L.P.
C/O MAPLES CORPORATE SERVICES (BVI) LTD.
KINGSTON CHAMBERS, P.O. BOX 173 RD. TOWN
TORTOLA, D8
X
CITIC PE Associates, L.P.
C/O MAPLES CORPORATE SERVICES (BVI) LTD.
KINGSTON CHAMBERS, P.O. BOX 173 RD. TOWN
TORTOLA, D8
X
CITIC PE Funds Ltd
C/O MAPLES CORPORATE SERVICES (BVI) LTD.
KINGSTON CHAMBERS, P.O. BOX 173 RD. TOWN
TORTOLA, D8
X
Signatures
/s/ Ching Nar Cindy Chan 02/09/2016
Signature of Reporting Person Date
/s/ Ching Nar Cindy Chan 02/09/2016
Signature of Reporting Person Date
/s/ Ching Nar Cindy Chan 02/09/2016
Signature of Reporting Person Date
/s/ Ching Nar Cindy Chan 02/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the total number of Ordinary Shares received upon conversion of the Issuer's Series A Preferred Shares and Series A-2 Preferred Shares.
( 2 )CB Biotech Investment Limited ("CB Biotech") directly owns 19,601,138 Ordinary Shares. CB Biotech is wholly owned by CPEChina Fund, L.P. ("CPEC"), and CITIC PE Associates, L.P. ("PE Associates") is the sole general partner of CPEC. CITIC PE Funds Limited ("PE Funds") is the sole general partner of PE Associates. The shares directly owned by CB Biotech may be deemed indirectly owned by CPEC, PE Associates, and PE Funds (the "Reporting Persons"); however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
( 3 )Immediately prior to the closing of the Issuer's initial public offering of its American Depositary Shares, each representing 13 Ordinary Shares ("the ADSs"), the 14,814,814 shares of Series A Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.
( 4 )Immediately prior to the closing of the Issuer's initial public offering of its ADSs, the 4,786,324 shares of Series A-2 Preferred Shares were converted into the number of Ordinary Shares shown in Column 7. The Series A-2 Preferred Shares did not have an expiration date and the shares were convertible, at any time, at the holder's election, into Ordinary Shares of the Issuer.

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