BeOne Medicines Ltd. — Director's Dealing 2018

Jun 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BeiGene, Ltd. (BGNE)
CIK: 0001651308
Period of Report: 2018-06-06

Reporting Person: BAKER BROS. ADVISORS LP (Director, 10% Owner)
Reporting Person: 667, L.P. (Director, 10% Owner)
Reporting Person: Baker Bros. Advisors (GP) LLC (Director, 10% Owner)
Reporting Person: Baker Brothers Life Sciences LP (Director, 10% Owner)
Reporting Person: BAKER FELIX (Director, 10% Owner)
Reporting Person: BAKER JULIAN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-06	Ordinary shares	A	18580	—	Acquired	6551715	Indirect
2018-06-06	Ordinary shares	A	18580	—	Acquired	73180602	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-06	Share Option (Right to Buy)	$16.15	A	34884	Acquired	2028-06-05	Ordinary Shares (34884)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
American Depositary Shares	7102	Direct
American Depositary Shares	7102	Direct
American Depositary Shares	708025	Indirect
American Depositary Shares	5121404	Indirect

Footnotes

F1: Reflects 7,102 ADS of BeiGene Ltd. (the "Issuer") held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above.

F2: Reflects 7,102 ADS of the Issuer held directly by Felix J. Baker received from the in-kind pro rata distribution without consideration reported above.

F3: Ordinary shares of the Issuer are convertible into American Depository Shares ("ADS") on a 13:1 basis.

F4: As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F5: As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's Ordinary Shares or ADS, as applicable, reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences", together with 667, the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

F6: 9,290 restricted share units ("RSU's") convertible solely into Ordinary Shares of the Issuer were each granted on June 6, 2018 to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser (as defined below) in their capacity as directors
of the Issuer. The RSU's vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting, subject to continued service. Unvested RSU's are subject to accelerated vesting upon a change in control or certain termination events.

F7: Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

F8: 17,442 non-qualified share options ("Share Options") convertible solely into Ordinary Shares of the Issuer each were granted to Michael Goller and Ranjeev Krishana, full-time employees of the Adviser in their capacity as directors of the Issuer. The Share Options with a strike price of $16.15 vest upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting provided, however, that all vesting shall cease if Michael Goller or Ranjeev Krishana resigns from the Board of Directors (the "Board") or otherwise ceases to serve as a director, unless the Board determines otherwise. The Share Options expire on June 5, 2028. Michael Goller and Ranjeev Krishana serve on the Board of the Issuer as representatives of the Funds. Unvested Share Options are subject to accelerated vesting upon a change in control or certain termination events.

F9: Pursuant to the policies of the Adviser, Michael Goller and Ranjeev Krishana do not have any right to any of the Issuer's securities issued as part of their service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the RSU's and Share Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSU's and Share Options (i.e. no direct pecuniary interest).

F10: The disclosure of the grant of RSU's and Share Options reported on this form is a grant of 9,290 RSU's and 17,442 Share Options to each director referenced above. The 18,580 RSU's and 34,884 Share Options are reported for each of the Funds as each has an indirect pecuniary interest.

F11: As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 34,884 Share Options to purchase Ordinary Shares of the Issuer beneficially owned by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

F12: As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 34,884 Share Options to purchase Ordinary Shares of the Issuer beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.