BeiGene Ltd
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 9B. Other Information
(a)
(b)
The following table describes for the quarterly period covered by this report each trading arrangement for the purchase or sale of Company securities adopted, modified orterminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement,” or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K):
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities |
|---|---|---|---|---|---|
| John V. Oyler (Chief Executive Officer and Chairman) | Adoption(December 1, 2023) | Non-Rule 10b5-1 trading arrangement for sell-to-cover transaction relating to RSU equity award. | Sale | Until final settlement of covered RSU | Indeterminable(1) |
| Julia Wang(Chief Financial Officer) | Adoption(December 8, 2023) | Non-Rule 10b5-1 trading arrangement for sell-to-cover transaction relating to RSU equity award. | Sale | Until final settlement of covered RSU | Indeterminable(1) |
| Xiaobin Wu (President, Chief Operating Officer and General Manager of China) | Adoption(December 12, 2023) | Non-Rule 10b5-1 trading arrangement for sell-to-cover transaction relating to RSU equity award. | Sale | Until final settlement of covered RSU | Indeterminable(1) |
| Lai Wang(Global Head of R&D) | Adoption(December 8, 2023) | Non-Rule 10b5-1 trading arrangement for sell-to-cover transaction relating to RSU equity award. | Sale | Until final settlement of covered RSU | Indeterminable(1) |
| Chan Lee(Senior Vice President, General Counsel) | Adoption(November 28, 2023) | Non-Rule 10b5-1 trading arrangement for sell-to-cover transaction relating to RSU equity award. | Sale | Until final settlement of covered RSU | Indeterminable(1) |
| John V. Oyler (Chief Executive Officer and Chairman) | Adoption (December 12, 2023) | Rule 10b5-1 trading arrangement | Sale | March 12, 2025 | Restricted Stock Units (“RSUs”) equal to 249,494 ADSs plus an additional sale of ADSs with an aggregate value of up to US$1.5 million net of commission and fees associated with the sale. |
| Xiaobin Wu (President, Chief Operating Officer and General Manager of China) | Modification (November 22, 2023) | Rule 10b5-1 trading arrangement | Sale | August 29, 2024 | Employee stock options equal to 207,684 ADSs |
(1)The number of shares that will be sold to satisfy applicable tax withholding obligations upon vesting of RSUs is unknown as the number will vary based on the extent to which vesting conditions are satisfied and the market price of the Company’s common stock at the time of settlement. This trading arrangement provides for the automatic sale of shares that would otherwise be issuable on the settlement date in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation.
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