BAKER BROS. ADVISORS LP - 21 May 2025 Form 4 Insider Report for BeiGene, Ltd. (ONC)

Role
Director
Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Issuer symbol
ONC
Transactions as of
21 May 2025
Net transactions value
$0
Form type
4
Filing time
22 May 2025, 16:10:06 UTC
Previous filing
19 May 2025
Next filing
02 Jun 2025

Reporting Owners (6)

Name Relationship Address Signature Signature date CIK
BAKER BROS. ADVISORS LP Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 22 May 2025 0001263508
667, L.P. Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 22 May 2025 0001551139
Baker Bros. Advisors (GP) LLC Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 22 May 2025 0001580575
Baker Brothers Life Sciences LP Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., /s/ Name: Scott L. Lessing, Title: President 22 May 2025 0001363364
BAKER FELIX Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK /s/ Felix J. Baker 22 May 2025 0001087940
BAKER JULIAN Director 860 WASHINGTON STREET, 3RD FLOOR, NEW YORK /s/ Julian C. Baker 22 May 2025 0001087939

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ONC Ordinary Shares Award $0 +21,970 +17% $0.000000 148,065 21 May 2025 See Footnotes F1, F2, F3, F4, F5, F6, F7, F8, F9
transaction ONC Ordinary Shares Award $0 +21,970 +17% $0.000000 148,069 21 May 2025 See Footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10
holding ONC Ordinary Shares 1 21 May 2025 Direct F11
holding ONC Ordinary Shares 1 21 May 2025 Direct F12
holding ONC American Depositary Shares 10,418 21 May 2025 Direct F13, F14
holding ONC American Depositary Shares 10,418 21 May 2025 Direct F13, F15
holding ONC American Depositary Shares 730,642 21 May 2025 See Footnotes F4, F5, F8, F13, F16
holding ONC American Depositary Shares 8,068,411 21 May 2025 See Footnotes F4, F5, F8, F13, F17

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ONC Share Option (Right to Buy) Award $0 +45,500 $0.000000 45,500 21 May 2025 Ordinary Shares 45,500 $18.19 See Footnotes F2, F3, F4, F5, F6, F7, F8, F18
transaction ONC Share Option (Right to Buy) Award $0 +45,500 $0.000000 45,500 21 May 2025 Ordinary Shares 45,500 $18.19 See Footnotes F3, F4, F5, F6, F7, F8, F10, F18
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 10,985 restricted stock units (each, an "RSU") payable solely in ordinary shares ("Ordinary Shares") of BeiGene, Ltd. (the "Issuer") granted by the Issuer to each of Michael Goller, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), and Ranjeev Krishana, a full-time employee of the Adviser on May 21, 2025, pursuant to the Issuer's 2016 Share Option and Incentive Plan, as amended (the "2016 Plan"). The RSUs vest on the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting of the Issuer, provided, however, that all vesting of RSUs granted to a director shall cease if that director resigns from the board of directors of the Issuer (the "Board") or otherwise ceases to serve as a director, unless the Board determines otherwise.
F2 After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Ordinary Shares reported in column 5 of Table I and the Share Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
F3 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 compensation for their service on the Board and the Funds (as defined below) are entitled to an indirect proportionate pecuniary interest in such securities. The Funds (as defined below) each own an indirect proportionate pecuniary interest in the Ordinary Shares received upon vesting of RSUs and non-qualified share options convertible solely into Ordinary Shares of the Issuer ("Share Options") received as a result of their service on the Board. Solely as a result of their ownership interest in (i) the general partners of the Funds (as defined below) and (ii) the Funds (as defined below), Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Ordinary Shares received upon vesting of RSUs, Share Options, and Ordinary Shares received upon the exercise of Share Options (i.e. no direct pecuniary interest).
F4 The Adviser serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, 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 directly by the Funds or for the benefit of 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 managing members 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 held directly by the Funds or for the benefit of 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 directly by the Funds or for the benefit of the Funds.
F5 Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of 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.
F6 Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Share Options, RSUs and any Ordinary Shares received as a result of the exercise of Share Options or vesting of RSUs.
F7 The acquisitions of the RSUs and Share Options reported on this form represent grants to each of Michael Goller and Ranjeev Krishana of 10,985 RSUs on Table I and 22,750 Share Options on Table II. These grants, totaling 21,970 RSUs and 45,500 Share Options for Michael Goller and Ranjeev Krishana in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
F8 Michael Goller and Ranjeev Krishana serve on the Board as representatives of the Funds and their affiliates and control persons.
F9 Includes beneficial ownership of 63,037 Ordinary Shares received from vested RSUs each previously granted to Michael Goller and Ranjeev Krishana in their capacity as directors of the Issuer.
F10 After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Ordinary Shares reported in column 5 of Table I and the Share Options reported in column 9 of Table II directly held by or held for the benefit of 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
F11 Ordinary Share held directly by Felix J. Baker.
F12 Ordinary Share held directly by Julian C. Baker.
F13 American Depositary Shares ("ADS") each represent 13 Ordinary Shares.
F14 American Depositary Shares held directly by Felix J. Baker.
F15 American Depositary Shares held directly by Julian C. Baker.
F16 As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I held directly 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
F17 As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the ADS reported in column 5 of Table I directly held 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
F18 Includes 22,750 Share Options granted by the Issuer to each of Michael Goller and Ranjeev Krishana, full-time employees of the Adviser, in their capacity as directors of the Issuer pursuant to the 2016 Plan. The Share Options have a strike price of $18.19 and vest on the earlier of May 21, 2026 or the date of the next annual general meeting of the Issuer, provided, however, that all vesting of Share Options granted to a director shall cease if that director resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise.

Remarks:

Michael Goller and Ranjeev Krishana, full-time employees of Baker Bros. Advisors LP, are directors of BeiGene, Ltd. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.