ONC Form 4: Director Sells Shares, Executes ADS Trades, Receives Option

Rhea-AI Filing Summary

BeOne Medicines director Corazon D. Sanders reported multiple transactions on 09/05/2025. The filing shows a disposal of 57,226 Ordinary Shares, an acquisition and a subsequent disposition of 2,665 American Depositary Shares (ADS) on the same date with reported prices of $155.68 (acquisition) and $337 (disposition). The report also discloses a grant of a share option covering 34,645 ordinary shares with an exercise price of $11.98, exercisable under specified vesting conditions and expiring on 06/21/2032. Each ADS represents 13 ordinary shares. The form is signed by an attorney-in-fact on behalf of the reporting person on 09/09/2025.

Positive

• Option grant disclosed with clear vesting and acceleration terms, enabling assessment of compensation dilution and incentives
• ADS conversion ratio (13 ordinary shares per ADS) explicitly stated, allowing accurate ordinary-share equivalent calculations
• Form 4 filed with signature via attorney-in-fact, indicating formal execution of required disclosure

Negative

• Reported disposal of 57,226 Ordinary Shares, a material reduction in beneficial ownership stated on the form
• Same-day ADS transactions (2,665 ADS acquired and 2,665 ADS sold) recorded at differing prices ($155.68 acquisition, $337 disposition), reducing reported ADS holdings

Insights

Financial Analyst

TL;DR: Insider executed same-day ADS buy and sell, sold ordinary shares, and received a multi-year option grant; transactions are disclosed clearly.

The Form 4 documents a mix of cash-market activity and a compensation-related derivative grant. The disposal of 57,226 ordinary shares and the reported ADS purchase and sale of 2,665 ADS on 09/05/2025 change the reporting persons share position; investors can calculate ordinary-share equivalents using the disclosed 13:1 ADS ratio. The option grant for 34,645 ordinary shares at an $11.98 exercise price is governed by vesting tied to continued board service, with acceleration clauses for change-in-control or certain terminations, and a 06/21/2032 expiration. All items are presented with explicit quantities, prices, and vesting mechanics, enabling precise ownership and dilution analysis.

Corporate Governance Expert

TL;DR: Filing shows routine director compensation plus open-market transactions; disclosure appears complete and timely.

The report identifies the reporting person as a director and indicates the option was granted under the company's Independent Director Compensation Policy. Vesting conditions are specified, including cessation upon resignation unless the board decides otherwise and acceleration in defined events. The filing is executed by an attorney-in-fact and includes required conversion information (13 ordinary shares per ADS). From a governance standpoint, the document provides the material terms required for shareholders to assess director compensation and insider trading activity.

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
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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).

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^*

Sanders Corazon (Corsee) D.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

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								57,226	D
American Depositary Shares(1)	09/05/2025		M		2,665	A	$155.68	2,665	D
American Depositary Shares(1)	09/05/2025		S		2,665	D	$337	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
Share Option (Right to Buy)	$11.98(2)	09/05/2025		M			34,645	(3)	06/21/2032	Ordinary Shares	34,645	$0	0	D

Explanation of Responses:

1. Each American Depositary Share represents 13 Ordinary Shares.

2. The number of securities underlying each option and the exercise price therefore are represented in ordinary shares.

3. The option shall become exercisable in full upon the earlier to occur of the first anniversary of the grant date or the date of the next annual general meeting; provided, however, that all vesting shall cease if the Reporting Person resigns from the board of directors (the "Board") or otherwise ceases to serve as a director, unless the Board determines otherwise. Unvested securities are subject to accelerated vesting upon a change in control or certain termination events. The option was granted under the Company's Independent Director Compensation Policy, as amended.

Remarks:

	/s/ Qing Nian, as Attorney-in-Fact	09/09/2025
	** 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

What transactions did BeOne Medicines (ONC) director Corazon D. Sanders report on 09/05/2025?

The director reported a disposal of 57,226 Ordinary Shares, an acquisition and a disposition of 2,665 ADS on 09/05/2025, and the grant of a 34,645-share option with a $11.98 exercise price.

How many ordinary shares does each ADS represent according to the filing?

Each American Depositary Share represents 13 Ordinary Shares, as stated in the filing.

What are the key terms of the share option granted to the reporting person?

The option covers 34,645 ordinary shares, has an exercise price of $11.98 (in ordinary-share terms), vests upon the earlier of the first anniversary or the next annual general meeting with acceleration in certain events, and expires on 06/21/2032.

Are the transaction prices for the ADS trades provided in the Form 4?

Yes. The filing reports an ADS acquisition price of $155.68 and an ADS disposition price of $337 on 09/05/2025.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Qing Nian, as Attorney-in-Fact on 09/09/2025.