Xiaodong Wang Form 4 BeiGene / Xiaodong Wang 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^*

Wang Xiaodong

(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)	X	Other (specify below)
Chair, Scientific Advisory Brd

3. Date of Earliest Transaction (Month/Day/Year)
06/05/2024

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)	06/05/2024		A		108,992	A	$0	5,568,430	D
Ordinary Shares								1,127,542	I	See Footnote(2)
Ordinary Shares								4,058,998	I	See Footnote(3)
Ordinary Shares								50	I	See Footnote(4)

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)	$12.23(5)	06/05/2024		A		410,657(5)		(6)	06/04/2034	Ordinary Shares	410,657	$0	410,657	D

Explanation of Responses:

1. Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 5, 2024, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

2. These securities are held by a family trust, the beneficiaries of which are the Reporting Person's family members, for which the Reporting Person disclaims beneficial ownership.

3. These securities are held by Wang Investment LLC, of which 99% of the limited liability company interest is owned by two grantor retained annuity trusts, of which the Reporting Person's wife is a trustee, for which the Reporting Person disclaims beneficial ownership.

4. These securities are held by the spouse of the Reporting Person.

5. 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.

6. These securities vest over a four-year period as follows: 25% on the first anniversary of June 5, 2024 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	06/07/2024
	** 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.