Chen Timothy Yung-Cheng Form 4 BeiGene / Timothy Yung-Cheng Chen ownership change

SEC Form 4

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

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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^*

Chen Timothy Yung-Cheng

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2019

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
American Depositary Shares(1)	11/04/2019		M		4,000	A	$41.01	4,000	D
American Depositary Shares(1)	11/04/2019		S(2)		1,200	D	$189.3697(3)	2,800	D
American Depositary Shares(1)	11/04/2019		S(2)		1,394	D	$190.3427(4)	1,406	D
American Depositary Shares(1)	11/04/2019		S(2)		1,306	D	$191.3185(5)	100	D
American Depositary Shares(1)	11/04/2019		S(2)		100	D	$192.18	0	D
American Depositary Shares(1)	11/05/2019		M		4,000	A	$41.01	4,000	D
American Depositary Shares(1)	11/05/2019		S(2)		200	D	$187.3778(6)	3,800	D
American Depositary Shares(1)	11/05/2019		S(2)		1,500	D	$188.7132(7)	2,300	D
American Depositary Shares(1)	11/05/2019		S(2)		1,892	D	$189.5559(8)	408	D
American Depositary Shares(1)	11/05/2019		S(2)		208	D	$190.323(9)	200	D
American Depositary Shares(1)	11/04/2019		S(2)		200	D	$192.0563(10)	0	D

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)	$3.16(11)	11/04/2019		M		52,000		(12)	06/01/2027	Ordinary Shares	52,000	$0	117,988	D
Share Option (Right to Buy)	$3.16(11)	11/05/2019		M		52,000		(12)	06/01/2027	Ordinary Shares	52,000	$0	65,988	D

Explanation of Responses:

1. Each American Depositary Share represents 13 Ordinary Shares.

2. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.92 to $189.89, 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 Depository Shares, sold at each separate price.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.95 to $190.87, 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 Depository Shares, sold at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.97 to $191.93, 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 Depository Shares, sold at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.89 to $187.79, 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 Depository Shares, sold at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.07 to $189.06, 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 Depository Shares, sold at each separate price.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.07 to $190.05, 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 Depository Shares, sold at each separate price.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.15 to $190.9450, 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 Depository Shares, sold at each separate price.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.42 to $192.40, 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 Depository Shares, sold at each separate price.

11. The number of securities underlying each option and the exercise price therefor are represented in ordinary shares.

12. The option shall become exercisable in full 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 the Reporting Person resigns from the Board or otherwise ceases to serve as a director, unless the Board determines otherwise.

Remarks:

	/s/ Scott A. Samuels, as Attorney-in-Fact	11/06/2019
	** 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).
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