UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

BeiGene, Ltd.

(Name of Issuer)

 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

07725L102**

(CUSIP Number)

 

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

o

Rule 13d-1(c)

þ

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

**This CUSIP applies to the American Depository Shares, each representing 13 Ordinary Shares.

 


 

CUSIP No. 07725L102

 

 

1.

Names of Reporting Persons


John V. Oyler

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization


United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

 

81,492,695(1)

 

6.

Shared Voting Power


0

 

7.

Sole Dispositive Power


81,492,695(1)

 

8.

Shared Dispositive Power

 

0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

81,492,695(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)

 

15.8%(2)

 

 

12.

Type of Reporting Person (See Instructions)

 

IN

 

 

(1)         Consists of (i) 29,890,175 ordinary shares held directly by Mr. Oyler; (ii) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iii) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler’s father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (iv) 8,000,000 ordinary shares held in a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (v) 29,890,174 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retain annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; and (vi) 3,610,158 shares issuable to Mr. Oyler upon exercise of share options exercisable within 60 days after December 31, 2016.

 

(2)         Based on 515,833,609 ordinary shares outstanding as of December 31, 2016, as reported by the Issuer to the Reporting Person.

 

2


 

Item 1.

 

(a)

Name of Issuer

 

BeiGene, Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices

 

c/o Mourant Ozannes Corporate Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands

 

Item 2.

 

(a)

Name of Person Filing

 

John V. Oyler

 

(b)

Address of Principal Business Office or, if none, Residence


c/o Mourant Ozannes Corporate Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands

 

(c)

Citizenship

 

United States

 

(d)

Title of Class of Securities

 

Ordinary Shares, par value $0.0001 per share

 

(e)

CUSIP Number

 

07725L102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned: 81,492,695

 

Consists of (i) 29,890,175 ordinary shares held directly by Mr. Oyler; (ii) 10,000,000 ordinary shares held for the benefit of Mr. Oyler in a Roth IRA PENSCO trust account; (iii) 102,188 ordinary shares held by The John Oyler Legacy Trust, of which Mr. Oyler’s father is a trustee, for the benefit of his minor child, for which Mr. Oyler disclaims beneficial ownership; (iv) 8,000,000 ordinary shares held in a grantor retained annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; (v) 29,890,174 ordinary shares held by Oyler Investment LLC, 99% of the limited liability company interest owned by a grantor retain annuity trust, of which Mr. Oyler’s father is a trustee, for which Mr. Oyler disclaims beneficial ownership; and (vi) 3,610,158 shares issuable to Mr. Oyler upon exercise of share options exercisable within 60 days after December 31, 2016.

 

(b) Percent of class: 15.8%

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.

 

(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.

 

(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

 

(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.

 

INSTRUCTION. For computations regarding securities which represent a right to acquire an underlying security SEE
ss.240.13d3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

3


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

4


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 Date: February 13, 2017

JOHN V. OYLER

 

 

By:

/s/ John V. Oyler

 

Name:  John V. Oyler

 

5