ONC Executive Files Form 4: Small RSU-Related ADS Sale

Rhea-AI Filing Summary

Form 4 filing overview: BeOne Medicines Ltd. (ticker ONC) President & COO Xiaobin Wu reported three sales of the company’s American Depositary Shares (ADS) on 16-17 Jun 2025. Each ADS represents 13 ordinary shares.

• Shares sold: 2,173 ADS in total (1,443 ADS at $265.4695 weighted average, 100 ADS at $266.22, and 630 ADS at $250.8686).
• Proceeds: ≈ $555 thousand based on the disclosed prices.
• Reason: All sales were automatically executed under the mandatory tax-withholding feature of the executive’s Restricted Share Unit (RSU) agreements, coinciding with scheduled vesting dates.
• Residual ownership: After the transactions Wu still directly owns 1,246,047 ordinary shares and 0 ADS; indirectly, his spouse controls 4,000 ADS.
• Vesting schedule: The underlying RSUs vest 25 % annually from either 15 Jun 2023 or 16 Jun 2021, with accelerated vesting on certain termination events.

Investor take-away: The disposition represents <1 % of the executive’s economic exposure to ONC and was not discretionary trading. Accordingly, the filing is viewed as routine compliance rather than a signal of changing insider sentiment.

Positive

• Executive retains significant ownership – 1,246,047 ordinary shares remain, signalling continued long-term commitment.
• Sales were non-discretionary, executed solely for RSU tax withholding, reducing concerns about insider pessimism.

Negative

• Perception of insider selling – even routine sales can trigger short-term market caution among momentum-focused investors.

Insights

Financial Analyst

TL;DR: Small, tax-driven insider sale; negligible strategic signal.

The 2,173-ADS sale equals roughly 28,249 ordinary shares, or about 0.02 % of BeOne’s basic share count (assuming ~120 m ordinary shares outstanding). Its sole purpose was to satisfy statutory withholding on vested RSUs, a standard administrative mechanism. Crucially, Wu retains over 1.25 m ordinary shares and 4,000 ADS through his spouse, indicating continued alignment with shareholders. No pricing premium or discount versus the market is implied; transactions were executed near spot prices. From a valuation perspective, the filing does not alter cash flows, capital structure or strategic outlook, and therefore should not move the stock.

Corporate Governance Expert

TL;DR: Governance-neutral Form 4; conforms to best-practice RSU tax withholding.

The disclosure follows SEC Rule 16a-3 requirements and clarifies that trades were mandated, not opportunistic. Use of an automatic ‘sell-to-cover’ method minimises potential 10b5-1 scrutiny. Signature by an attorney-in-fact and timely T+2 filing date (transaction 17 Jun, filed 18 Jun) demonstrate procedural compliance. No red flags appear regarding undisclosed plans or non-public information. Thus, impact on governance risk profile is neutral.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Wu Xiaobin

(Last) (First) (Middle)

C/O BEONE MEDICINES I GMBH

AESCHENGRABEN 27, 21ST FLOOR

(Street)

BASEL V8 4051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BeOne Medicines Ltd. [ ONC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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								1,246,047	D
American Depositary Shares(1)								12,365	D
American Depositary Shares(1)								4,000	I	By Wife
American Depositary Shares(1)	06/16/2025		S(2)		1,443	D	$265.4695(3)	730	D
American Depositary Shares(1)	06/16/2025		S(2)		100	D	$266.22	630	D
American Depositary Shares(1)	06/17/2025		S(4)		630	D	$250.8686	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

Explanation of Responses:

1. Each American Depositary Share represents 13 Ordinary Shares.

2. The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/4th of the securities will vest on each anniversary of June 15, 2023, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.21 to $266.01, 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.

4. The sale was effected pursuant to a mandatory tax withholding provision in the Reporting Person's restricted share unit award agreement in connection with the vesting of a restricted share unit award previously granted to the Reporting Person. 1/4th of the securities will vest on each anniversary of June 16, 2021, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	06/18/2025
	** 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.

FAQ

How many BeOne Medicines (ONC) ADS did the COO sell in June 2025?

A total of 2,173 ADS were sold on 16-17 Jun 2025.

What was the average sale price for the ONC ADS?

Weighted average prices were $265.47 for 1,443 ADS, $266.22 for 100 ADS, and $250.87 for 630 ADS.

Why did Xiaobin Wu sell BeOne Medicines shares?

The sales were mandatory tax-withholding transactions tied to the vesting of Restricted Share Units.

How many ordinary shares does the COO still hold after the sale?

Wu continues to own 1,246,047 ordinary shares directly and 4,000 ADS indirectly via his spouse.

Does the Form 4 filing indicate any strategic change at BeOne Medicines?

No, the filing is routine and compliance-driven; it does not reflect strategic or operational shifts.