Sec Form 4 Filing - HHLR ADVISORS, LTD. @ BeiGene, Ltd. - 2023-06-08

Insider filing report for Changes in Beneficial Ownership
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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
HHLR 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)
OFFICE #122, WINDWARD 3 BUILDING, REGATTA OFFICE PARK, WEST BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2023
(Street)
GRAND CAYMAN, E9KY1-9006
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 06/08/2023 S 1,163,825 D $ 218.1443 ( 1 ) 145,879,233 I See Footnotes ( 6 ) ( 7 )
Ordinary Shares 06/09/2023 S 213,700 D $ 130.3523 ( 2 ) ( 3 ) 145,665,533 I See Footnotes ( 6 ) ( 7 )
Ordinary Shares 06/09/2023 S 328,952 D $ 217.0183 ( 1 ) 145,336,581 I See Footnotes ( 6 ) ( 7 )
Ordinary Shares 06/12/2023 S 281,400 D $ 130.8322 ( 2 ) ( 4 ) 145,055,181 I See Footnotes ( 6 ) ( 7 )
Ordinary Shares 06/12/2023 S 968,812 D $ 213.9125 ( 1 ) 144,086,369 ( 5 ) I See Footnotes ( 6 ) ( 7 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Securit y
(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
HHLR ADVISORS, LTD.
OFFICE #122, WINDWARD 3 BUILDING
REGATTA OFFICE PARK, WEST BAY ROAD
GRAND CAYMAN, E9KY1-9006
X
HILLHOUSE INVESTMENT MANAGEMENT, LTD.
OFFICE #122, WINDWARD 3 BUILDING
REGATTA OFFICE PARK, WEST BAY ROAD
GRAND CAYMAN, E9KY1-9006
X
Signatures
HHLR Advisors, Ltd. /s/ Audrey Woon, Chief Compliance Officer 06/12/2023
Signature of Reporting Person Date
Hillhouse Investment Management, Ltd. /s/ Audrey Woon, Chief Compliance Officer 06/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares sold were in the form of ADS. The reported price is the price of each ADS sold, the price was paid in USD. Each ADS represents 13 Ordinary Shares.
( 2 )The ordinary shares were sold through the Stock Exchange of Hong Kong, the price was paid in HKD.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from HKD130.2787 to HKD130.550, 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 ordinary shares sold at each separate price.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from HKD131.7943 to HKD131.0298 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 ordinary shares sold at each separate price.
( 5 )Consists of (i) 130,638,051 ordinary shares held by funds managed by HHLR (as defined below), of which 54,737,800 ordinary shares are held in the form of 4,210,600 ADSs and (ii) 13,448,318 ordinary shares held by a fund managed by HIM (as defined below), of which 13,445,978 ordinary shares are held in the form of 1,034,306 ADSs.
( 6 )This form is filed by (i) HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR") and (ii) Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons." HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, HHLR and HIM are filing this Form 4 jointly.
( 7 )The securities to which this filing relates are held by HHLR Fund, L.P., an exempted Cayman Islands limited partnership ("HHLR Fund"), YHG Investment, L.P., an exempted Cayman Islands limited partnership ("YHG"), and BGN Holdings Limited, an exempted Cayman Islands company ("BGN"). HHLR acts as the sole management company of HHLR Fund and the sole investment manager of YHG. HIM 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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