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BeOne Medicines Ltd. Director's Dealing 2018

Jan 22, 2018

30073_dirs_2018-01-22_6c02cb8c-8551-4c7b-bbf5-ea519c32036e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BeiGene, Ltd. (BGNE)
CIK: 0001651308
Period of Report: 2018-01-18

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
2018-01-18 American Depositary Shares P 335050 $101.00 Acquired 708025 Indirect
2018-01-18 American Depositary Shares P 1645148 $101.00 Acquired 5121404 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Ordinary shares 6533135 Indirect
Ordinary shares 73162022 Indirect
American Depositary Shares 7102 Direct
American Depositary Shares 7102 Direct

Footnotes

F1: Ordinary shares of BeiGene, Ltd. (the "Issuer") are convertible into American Depository Shares ("ADS") on a 13:1 basis.

F2: 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.

F3: 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.

F4: Reflects 7,102 ADS of the Issuer held directly by Julian C. Baker received from the in-kind pro rata distribution without consideration reported above.

F5: 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.

F6: On January 18, 2018, 667 and Life Sciences purchased 335,050 and 1,645,148 American Depositary Shares of the Issuer, respectively, each representing 13 Ordinary Shares (the "ADS") for $101.00 per ADS, pursuant to an underwritten public offering.

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.