ONC Form 4: CEO Oyler Reports Minor ADS Sales Linked to RSU Vesting

Rhea-AI Filing Summary

Form 4 Overview – BeOne Medicines Ltd. (ONC)

Chief Executive Officer and Director John Oyler filed a Form 4 covering two transactions executed on 16-17 June 2025. Both involved the company’s American Depositary Shares (ADS), each representing 13 ordinary shares.

• 16 Jun 2025: 3,680 ADS sold under transaction code “S” at a weighted-average price of $266.0452.
• 17 Jun 2025: 1,460 ADS sold under transaction code “S” at a weighted-average price of $256.4885.

Total ADS disposed: 5,140, equivalent to ≈66,820 ordinary shares. Gross proceeds, based on the reported weighted averages, amount to roughly $1.35 million.

The filing notes that both sales were automatically executed to cover mandatory tax-withholding obligations tied to the vesting of previously granted restricted share units (RSUs). They were not discretionary open-market sales.

Post-transaction holdings

• Direct holdings: 8,215,021 ordinary shares and 0 ADS.
• Indirect holdings (multiple trusts and entities): approximately 46 million ordinary shares, as detailed in five footnoted ownership vehicles. Oyler disclaims beneficial ownership of several of these positions.

No derivative security activity was reported. The transactions do not change Oyler’s board or executive status and appear administrative rather than strategic. Given the small proportion of shares sold relative to his overall beneficial ownership, market impact is likely limited.

Insights

Securities Analyst

TL;DR: Minor, tax-related insider sale; neutral for valuation.

The Form 4 shows CEO John Oyler disposed of only 5,140 ADS—<0.2 % of his direct and indirect beneficial stake—solely to satisfy RSU tax withholding. Such sales are routine, pre-arranged, and do not suggest a change in management’s outlook. Oyler still controls over 8 million ordinary shares directly and larger indirect positions via family trusts and LLCs, preserving strong alignment with shareholders. The absence of option exercises, 10b5-1 plan references, or large open-market sales indicates limited informational value. I therefore classify the disclosure as neutral for ONC’s investment thesis.

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^*

OYLER JOHN

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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								8,215,021	D
Ordinary Shares								481,533	I	See Footnote(1)
Ordinary Shares								7,722,480	I	See Footnote(2)
Ordinary Shares								28,204,115	I	See Footnote(3)
Ordinary Shares								9,545,000	I	See Footnote(4)
Ordinary Shares								102,188	I	See Footnote(5)
American Depositary Shares(6)	06/16/2025		S(7)		3,680	D	$266.0452(8)	1,460	D
American Depositary Shares(6)	06/17/2025		S(9)		1,460	D	$256.4885(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

Explanation of Responses:

1. These securities are held by the P&O Trust, the beneficiaries of which include the Reporting Person's child and others, for which the Reporting Person disclaims beneficial ownership.

2. These securities are held in a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.

3. These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retain annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.

4. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.

5. These securities are held by The John Oyler Legacy Trust for the benefit of the Reporting Person's minor child, for which the Reporting Person disclaims beneficial ownership.

6. Each American Depositary Share represents 13 Ordinary Shares

7. 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 change of control or certain termination events.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.705 to $266.57, 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.

9. 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 change of control or certain termination events.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.17 to $256.88, 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.

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 ADS did BeOne Medicines (ONC) CEO John Oyler sell?

The Form 4 reports sales totaling 5,140 American Depositary Shares on 16-17 June 2025.

What were the sale prices for the ADS transactions?

Oyler sold 3,680 ADS at $266.0452 on 16 Jun 2025 and 1,460 ADS at $256.4885 on 17 Jun 2025.

Why were the ADS sold according to the filing?

The sales were mandatory tax-withholding transactions linked to the vesting of restricted share unit awards.

How many ordinary shares does John Oyler still own after the transactions?

He directly owns 8,215,021 ordinary shares and holds additional large stakes indirectly through several trusts and LLCs.

Did the filing report any derivative security activity?

No. Table II shows no acquisitions or disposals of derivative securities during the reporting period.