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Form 4 BeiGene, Ltd. For: Jun 22 Filed by: OYLER JOHN

June 24, 2022 5:41 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
OYLER JOHN

(Last) (First) (Middle)
C/O MOURANT GOVERNANCE SERVICES (CAYMAN)
94 SOLARIS AVENUE

(Street)
CAMANA BAY, GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 06/22/2022   A   334,009 A $ 0 2,070,913 D  
Ordinary Shares               545,597 I See Footnote (2)
Ordinary Shares               7,727,927 I See Footnote (3)
Ordinary Shares               29,439,115 I See Footnote (4)
Ordinary Shares               10,000,000 I See Footnote (5)
Ordinary Shares               102,188 I See Footnote (6)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $ 11.98 (7) 06/22/2022   A   1,887,678 (7)     (8) 06/21/2032 Ordinary Shares 1,887,678.00 $ 0 1,887,678 D  
Explanation of Responses:
1. Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 22, 2022, 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 the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership.
3. 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.
4. 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.
5. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
6. 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.
7. The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. Each American Depositary Share represents 13 ordinary shares.
8. These securities vest over a four-year period as follows: 25% on the first anniversary of June 22, 2022 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested shares are subject to accelerated vesting upon change of control or certain termination events.
/s/ Qing Nian, as Attorney-in-Fact 06/24/2022
** Signature of Reporting Person Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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