Sec Form 4 Filing - OYLER JOHN @ BeiGene, Ltd. - 2021-08-03

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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN), 94 SOLARIS AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2021
(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 08/03/2021 S( 1 ) 41,400 D $ 25.1662 ( 2 ) 4,847,790 D
Ordinary Shares 545,597 I See Footnote ( 3 )
Ordinary Shares 7,727,927 I See Footnote ( 4 )
Ordinary Shares 29,439,115 I See Footnote ( 5 )
Ordinary Shares 10,000,000 I See Footnote ( 6 )
Ordinary Shares 102,188 I See Footnote ( 7 )
American Depositary Shares 08/03/2021 S( 1 ) 600 D $ 323.7384 ( 8 ) 41,359 D
American Depositary Shares 08/03/2021 S( 1 ) 3,100 D $ 324.7026 ( 9 ) 38,259 D
American Depositary Shares 08/03/2021 S( 1 ) 600 D $ 326.0175 ( 10 ) 37,659 D
American Depositary Shares 08/03/2021 S( 1 ) 700 D $ 327.2216 ( 11 ) 36,959 D
American Depositary Shares 08/03/2021 S( 1 ) 200 D $ 329.6562 ( 12 ) 36,759 D
American Depositary Shares 08/03/2021 S( 1 ) 1,000 D $ 332.0014 ( 13 ) 35,759 D
American Depositary Shares 08/03/2021 S( 1 ) 1,000 D $ 333.0127 ( 14 ) 34,759 D
American Depositary Shares 08/03/2021 S( 1 ) 600 D $ 334.2159 ( 15 ) 34,159 D
American Depositary Shares 08/03/2021 S( 1 ) 2,024 D $ 335.6514 ( 16 ) 32,135 D
American Depositary Shares 08/03/2021 S( 1 ) 3,447 D $ 336.7004 ( 17 ) 28,688 D
American Depositary Shares 08/03/2021 S( 1 ) 100 D $ 337.1641 28,588 D
American Depositary Shares 08/03/2021 S( 1 ) 1,900 D $ 337.4725 ( 18 ) 26,688 D
American Depositary Shares 08/03/2021 S( 1 ) 2,200 D $ 338.766 ( 19 ) 24,488 D
American Depositary Shares 08/03/2021 S( 1 ) 700 D $ 338.856 ( 20 ) 23,788 D
American Depositary Shares 08/03/2021 S( 1 ) 3,300 D $ 339.9683 ( 21 ) 20,488 D
American Depositary Shares 08/03/2021 S( 1 ) 2,600 D $ 340.0234 ( 22 ) 17,888 D
American Depositary Shares 08/03/2021 S( 1 ) 12,088 D $ 340.9585 ( 23 ) 5,800 D
American Depositary Shares 08/03/2021 S( 1 ) 5,800 D $ 341.1 ( 24 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OYLER JOHN
C/O MOURANT GOVERNANCE SERVICES (CAYMAN)
94 SOLARIS AVENUE
CAMANA BAY, GRAND CAYMAN, E9KY1-1108
X Chief Executive Officer
Signatures
/s/ Qing Nian, as Attorney-in-Fact 08/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2020.
( 2 )The price reported in Column 4 is a weighted average price per ordinary share. One ordinary share equals 1/13 American Depositary Share. These shares were sold in multiple transactions at prices ranging from $24.7117 to $25.4578, 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.
( 3 )These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership.
( 4 )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.
( 5 )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.
( 6 )These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
( 7 )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.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.20 to $324.1972, 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 $324.22 to $325.10, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.6209 to $326.35, 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.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $326.9093 to $327.8703, 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.
( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.4255 to $329.89, 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.
( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.54 to $332.19, 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.
( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.84 to $333.59, 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.
( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.8937 to $334.86, 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.
( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.00 to $335.98, 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.
( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.00 to $336.9764, 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.
( 18 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $337.02 to $338.0026, 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.
( 19 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.46 to $339.30, 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.
( 20 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $338.41 to $339.3699, 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.
( 21 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.4176 to $340.40, 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 Deposit ary Shares sold at each separate price.
( 22 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.47 to $340.38, 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.
( 23 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.54 to $341.3012, 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.
( 24 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $340.71 to $341.39, 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.

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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