Sec Form 4 Filing - OYLER JOHN @ BeiGene, Ltd. - 2017-03-16

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
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O MOURANT OZANNES CORPORATE SERVICES, 94 SOLARIS AVENUE, CAMANA BAY
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2017
(Street)
GRAND CAYMAN, E9KY1-1108
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
American Depositary Shares ( 1 ) 03/16/2017 S( 2 ) 15,838 D $ 38.7581 ( 3 ) 197,640 D
American Depositary Shares ( 1 ) 03/16/2017 S( 2 ) 200 D $ 39.37 197,440 D
American Depositary Shares ( 1 ) 03/17/2017 S( 2 ) 2,717 D $ 40.0209 ( 4 ) 194,723 D
American Depositary Shares ( 1 ) 03/20/2017 S( 2 ) 13,234 D $ 40.019 ( 5 ) 181,489 D
Ordinary Shares 23,436,468 D
Ordinary Shares 29,890,174 I See footnote ( 6 )
Ordinary Shares 10,000,000 I See footnote ( 7 )
Ordinary Shares 102,188 I See footnote ( 8 )
Ordinary Shares 8,000,000 I See footnote ( 9 )
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
OYLER JOHN
C/O MOURANT OZANNES CORPORATE SERVICES
94 SOLARIS AVENUE, CAMANA BAY
GRAND CAYMAN, E9KY1-1108
X X Chief Executive Officer
Signatures
/s/ Howard Liang, as Attorney-in-Fact 03/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each American Depositary Share represents 13 Ordinary Shares
( 2 )The sale was effected pursuant to a Rule 105b-1 trading plan adopted by the Reporting Person.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.26 to $39.22, inclusive. The Reporting Person has provided 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 American Depositary Shares sold at each separate price within the ranges set forth in footnotes (3) to (5).
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.10, inclusive.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.16, inclusive.
( 6 )These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
( 7 )These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
( 8 )These securities are held by The John Oyler Legacy Trust, of which the Reporting Person's father is a trustee, for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership.
( 9 )These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.

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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