Sec Form 4 Filing - OYLER JOHN @ BeiGene, Ltd. - 2016-02-08

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 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) CEO (Last) (First) (Middle) C/O GENTA INC, 3550 GENERAL ATOMICS CT BLDG 9 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2016 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 9,398,380 ( 1 ) A $ 0 59,780,349 D Ordinary Shares 10,000,000 I See Footnote ( 2 ) Ordinary Shares 102,188 I See Footnote ( 3 ) Ordinary Shares 8,000,000 I See Footnote ( 4 )

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 Warrant (Right to Buy) $ 0.675 02/08/2016 X 57,777 10/07/2014 ( 5 ) Series A Preferred Shares 57,777 $ 0 0 D Series A Preferred Shares ( 6 ) 02/08/2016 X 57,777 ( 7 ) ( 6 ) ( 6 ) Series A Preferred Shares 57,777 $ 0 9,398,380 D Series A Preferred Shares ( 6 ) 02/08/2016 C 9,398,380 ( 6 ) ( 6 ) ( 6 ) Ordinary Shares 9,398,380 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OYLER JOHN C/O GENTA INC 3550 GENERAL ATOMICS CT BLDG 9 SAN DIEGO, CA92121 X X CEO Signatures /s/ John V. Oyler 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. ( 2 )These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account. ( 3 )These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership. ( 4 )These securities are held in a grantor retained annuity trust for the benefit of Reporting Person. ( 5 )These securities expire on the earlier of: (a) the closing of a Sale Event (as defined in the Series A Warrant); or (b) immediately prior to the closing of the Issuer's initial public offering. ( 6 )Immediately prior to the closing of the Issuer's initial public offering of its Ordinary Shares in the form American Depositary Shares, the 9,398,380 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. ( 7 )Represents the total number of Series A Preferred Shares received upon the exercise of the Series A Warrant immediately prior to the closing of the Issuer's initial public offering.

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).

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