Sec Form 4 Filing - Huang Jane @ BeiGene, Ltd. - 2020-06-26

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
Huang Jane
2. Issuer Name and Ticker or Trading Symbol
BeiGene, Ltd. [ BGNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CMO, Hematology
(Last) (First) (Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/26/2020
(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 326,247 D
American Depositary Shares ( 1 ) 06/26/2020 M 2,079 A $ 160.4 2,079 D
American Depositary Shares ( 1 ) 06/26/2020 S( 2 ) 679 D $ 200.2719 ( 3 ) 1,400 D
American Depositary Shares ( 1 ) 06/26/2020 S( 2 ) 700 D $ 200.2914 ( 4 ) 700 D
American Depositary Shares ( 1 ) 06/26/2020 S( 2 ) 700 D $ 200.2971 ( 4 ) 0 D
American Depositary Shares ( 1 ) 06/29/2020 S( 5 ) 435 D $ 192.46 0 D
American Depositary Shares ( 1 ) 06/29/2020 M 1,500 A $ 29.49 1,500 D
American Depositary Shares ( 1 ) 06/29/2020 S( 2 ) 300 D $ 187.91 ( 6 ) 1,200 D
American Depositary Shares ( 1 ) 06/29/2020 S( 2 ) 402 D $ 188.9522 ( 7 ) 798 D
American Depositary Shares ( 1 ) 06/29/2020 S( 2 ) 500 D $ 191.37 ( 8 ) 298 D
American Depositary Shares ( 1 ) 06/29/2020 S( 2 ) 198 D $ 192.7152 ( 9 ) 100 D
American Depositary Shares ( 1 ) 06/29/2020 S( 2 ) 100 D $ 193.56 0 D
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) $ 12.34 ( 10 ) 06/26/2020 M 27,027 ( 11 ) 06/25/2028 Ordinary Shares 27,027 $ 0 283,153 D
Share Option (Right to Buy) $ 2.27 ( 10 ) 06/29/2020 M 19,500 ( 12 ) 09/02/2026 Ordinary Shares 19,500 $ 0 461,075 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huang Jane
C/O MOURANT GOVERNANCE SERVICES (CAYMAN)
94 SOLARIS AVENUE
CAMANA BAY, GRAND CAYMAN, E9KY1-1108
CMO, Hematology
Signatures
/s/ Qing Nian, as Attorney-in-Fact 06/30/2020
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 10b5-1 trading plan adopted by the Reporting Person on December 11, 2019.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.00 to $200.40, 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 American Depositary 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 $200.16 to $200.40, 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 American Depositary Shares sold at each separate price.
( 5 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 11, 2019 to cover tax withholdings in connection with the vesting of a restricted share unit award previously granted to the Reporting Person.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.40 to $188.27, 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 American Depositary Shares sold at each separate price.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.77 to $189.09, 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 American Depositary Shares sold at each separate price.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.13 to $191.87, 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 American Depositary Shares sold at each separate price.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.24 to $193.20, 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 American Depositary Shares sold at each separate price.
( 10 )The number of securities underlying each option and the exercise price therefor are represented in ordinary shares.
( 11 )These securities vest over a four-year period as follows: 25% on June 26, 2019, and the remaining in 36 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events following a change in control.
( 12 )These securities vest over a four-year period as follows: 25% on the first anniversary of September 2, 2016 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. All unvested shares subject to this option are subject to accelerated vesting upon 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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