Xiaobin Wu - Apr 1, 2025 Form 4 Insider Report for BeiGene, Ltd. (BGNE)

Signature
/s/ Qing Nian, as Attorney-in-Fact
Stock symbol
BGNE
Transactions as of
Apr 1, 2025
Transactions value $
-$6,451,292
Form type
4
Date filed
4/3/2025, 05:04 PM
Previous filing
Mar 18, 2025

Transactions Table

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 BGNE Share Option (Right to Buy) Options Exercise $0 -214K -100% $0.00 0 Apr 1, 2025 Ordinary Shares 214K $9.23 Direct F8, F9
transaction BGNE Share Option (Right to Buy) Options Exercise $0 -461K -60.88% $0.00 296K Apr 1, 2025 Ordinary Shares 461K $13.42 Direct F8, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Includes 858 ordinary shares acquired pursuant to the Company's Fourth Amended and Restated 2018 Employee Share Purchase Plan.
F2 Each American Depositary Share represents 13 Ordinary Shares.
F3 The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 13, 2024.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $280.00 to $280.98, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.01 to $282.00, 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.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $282.03 to $283.01, 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.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $283.12 to $284.10, 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.
F8 The number of securities underlying each option and the exercise price therefore are represented in ordinary shares. The exercise price is equal to 1/13 of the closing price of our ADSs on the date of grant, as each ADS represents 13 ordinary shares.
F9 These securities vest over a five-year period as follows: 20% on April 30, 2019, and the remaining in 48 successive equal monthly installments, subject to continued service. Unvested shares are subject to accelerated vesting upon a change in control or certain termination events.
F10 These securities vest over a four-year period as follows: 25% on June 17, 2021 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested shares are subject to accelerated vesting upon certain termination events following a change in control.