Sec Form 3 Filing - HILLHOUSE CAPITAL ADVISORS, LTD. @ BeiGene, Ltd. - 2020-07-12

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FORM 3
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
HILLHOUSE CAPITAL ADVISORS, 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 DMS HOUSE, 20 GENESIS CLOSE, PO BOX 2587
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2020
(Street)
GEORGE TOWN, GRAND CAYMAN, E9KY1-1103
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 147,035,258 ( 1 ) I See footnotes ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HILLHOUSE CAPITAL ADVISORS, LTD.
C/O DMS HOUSE, 20 GENESIS CLOSE
PO BOX 2587
GEORGE TOWN, GRAND CAYMAN, E9KY1-1103
X
HILLHOUSE CAPITAL MANAGEMENT, LTD.
C/O DMS HOUSE, 20 GENESIS CLOSE
PO BOX 2587
GEORGE TOWN, GRAND CAYMAN, E9KY1-1103
X
Signatures
/s/ Richard A. Hornung, General Counsel and Chief Compliance Officer of each of Hillhouse Capital Advisors, Ltd. and Hillhouse Capital Management, Ltd. 07/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of (i) 133,587,655 ordinary shares held by funds managed by HCA (as defined below), of which 57,701,046 ordinary shares are held in the form of 4,438,542 ADSs and (ii) 13,447,603 ordinary shares held by a fund managed by HCM (as defined below), which are held in the form of 1,034,431 ADSs.
( 2 )This Form 3 is filed by (i) Hillhouse Capital Advisors, Ltd., an exempted Cayman Islands company ("HCA") and (ii) Hillhouse Capital Management, Ltd., an exempted Cayman Islands company ("HCM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons." HCA and HCM are under common control and share certain policies, personnel and resources. Accordingly, HCA and HCM are filing this Form 3 jointly.
( 3 )The securities to which this filing relates are held by Gaoling Fund, L.P., an exempted Cayman Islands limited partnership ("Gaoling"), YHG Investment, L.P., an exempted Cayman Islands limited partnership ("YHG"), and Hillhouse BGN Holdings Limited, an exempted Cayman Islands company ("BGN"). HCA acts as the sole management company of Gaoling and the sole general partner of YHG. HCM acts as the sole management company of Hillhouse Fund II, L.P. ("Fund II"). BGN is wholly owned by Fund II. The filing of this statement shall not be deemed an admission that either Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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