Sec Form 4 Filing - Merck & Co., Inc. @ 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 Merck & Co., Inc. 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) 2000 GALLOPING HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2016 (Street) KENILWORTH, NJ07033 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 18,518,519 A 18,518,519 I ( 2 ) Via wholly owned subsidiary, MSDRG ( 2 ) Ordinary Shares 02/08/2016 C 5,128,205 A 5,128,205 I ( 2 ) Via wholly owned subsidiary, MSDRG ( 2 ) Ordinary Shares 02/08/2016 J( 4 ) 7,942,314 A 7,942,314 I ( 2 ) Via wholly owned subsidiary, MSDRG ( 2 )

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 ( 1 ) 02/08/2016 C 18,518,519 ( 1 ) ( 1 ) Ordinary Shares 18,518,519 ( 1 ) 0 I ( 2 ) Via wholly owned subsidiary, MSDRG ( 2 ) Series A-2 Preferred Shares ( 2 ) ( 1 ) 02/08/2016 C 5,128,205 ( 3 ) ( 3 ) Ordinary Shares 5,128,205 ( 1 ) 0 I ( 2 ) Via wholly owned subsidiary, MSDRG

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merck & Co., Inc. 2000 GALLOPING HILL ROAD KENILWORTH, NJ07033 X Merck Sharp & Dohme Corp. ONE MERCK DRIVE WHITEHOUSE STATION, NJ08889 X Merck Sharp & Dohme Research GmbH WEYSTRASSE 20 LUCERNE 6, V8CH-6000 X Signatures MERCK & CO., INC. /s/ Katie Fedosz, as Senior Assistant Secretary 02/10/2016 Signature of Reporting Person Date MERCK SHARP & DOHME CORP. /s/ Katie Fedosz, as Assistant Secretary 02/10/2016 Signature of Reporting Person Date MERCK SHARP & DOHME RESEARCH GMBH /s/ Katie Fedosz, as Attorney-in-Fact 02/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Shares (the "Series A Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A Shares did not have an expiration date. ( 2 )The Series A Preferred Shares and Series A-2 Preferred Shares were, and the Ordinary Shares received from the conversion thereof are, owned directly by Merck Sharp & Dohme Research GmbH ("MSDRG"), which is a wholly owned subsidiary of Merck Sharp & Dohme Corp. ("MSD"), which is a wholly owned subsidiary of Merck & Co., Inc. ("Merck"). MSD and Merck are indirect beneficial owners of the reported securities. ( 3 )The Series A-2 Preferred Shares (the "Series A-2 Shares") of the Issuer automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon the closing of the initial public offering of the Issuer on February 8, 2016. The Series A-2 Shares did not have an expiration date. ( 4 )The 7,942,314 Ordinary Shares were issued to MSDRG in exchange for the cancellation of MSDRG's promissory note plus accrued and unpaid interest thereon (together, $14,693,281)(the "Note Exchange Amount") upon the closing of the initial public offering of the Issuer. The number of shares issued was determined by dividing the Note Exchange Amount by the initial public offering share price of $1.85.

Remarks: Ms. Katie Fedosz is signing as Attorney-in-Fact pursuant to power of attorney dated January 27, 2016 granted by Merck Sharp & Dohme Research GmbH. This power of attorney is incorporated herein by reference to Exhibit 24.1 to the Form 3 filed by Merck & Co., Inc. on February 2, 2016.

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).

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