Sec Form 4 Filing - OYLER JOHN @ BeiGene, Ltd. - 2018-04-30

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
3. Date of Earliest Transaction (MM/DD/YY)
04/30/2018
(Street)
CAMANA BAY, 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
Ordinary Shares ( 1 ) 04/30/2018 A 574,938 A $ 0 17,265,056 D
Ordinary Shares 29,872,444 I See Footnote ( 2 )
Ordinary Shares 10,000,000 I See Footnote ( 3 )
Ordinary Shares 102,188 I See Footnote ( 4 )
Ordinary Shares 7,952,787 I See Footnote ( 5 )
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
Share Option (Right to Buy) $ 13.05 ( 6 ) 04/30/2018 A 996,810 ( 6 ) ( 7 ) 04/29/2028 Ordinary Shares 996,810 ( 6 ) $ 0 996,810 ( 6 ) D
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/ Scott A. Samuels, as Attorney-in-Fact 05/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities underlying restricted share units ("RSUs"). 1/4th of the securities will vest on each anniversary of April 30, 2018, subject to continued service. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events.
( 2 )These securities are held by Oyler Investment LLC, of which 99% of the limited liability company interest is owned by a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
( 3 )These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
( 4 )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.
( 5 )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.
( 6 )The number of securities underlying each option and the exercise price therefore are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our American Depositary Shares ("ADSs") on the date of grant, as each ADS represents 13 ordinary shares.
( 7 )These securities vest over a four-year period as follows: 25% on April 30, 2019, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.

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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