[Form 4] BeOne Medicines Ltd. American Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: On 18 Jun 2025, BeOne Medicines Ltd. (ticker ONC) reported a change in ownership by Senior Vice-President & General Counsel Henry Chan Lee.

• Transaction date: 16 Jun 2025
• Security sold: 422 American Depositary Shares (ADS)
• Price: US $266.50 per ADS
• Underlying shares: Each ADS represents 13 ordinary shares; sale equals 5,486 ordinary shares
• Reason: Mandatory tax-withholding sale linked to the vesting of a restricted share-unit (RSU) grant that began vesting 15 Jun 2023 (25 % annually)
• Post-sale holdings: 278,434 ordinary shares held directly; 0 ADS

No derivative transactions or additional disposals were reported. The filing indicates that unvested RSUs may accelerate under certain termination scenarios, but no acceleration occurred in this report.

Investor takeaway: The disposition is small relative to the executive’s remaining equity stake (≈2% of total direct holdings based on ADS equivalence) and was executed solely to satisfy tax obligations. No strategic signal or company-level financial data accompanies this filing.

Positive

• Executive retains 278,434 ordinary shares, signalling continued alignment with shareholder interests.
• Sale justified as tax withholding, reducing the likelihood of negative sentiment motives.

Negative

• Insider disposed of 422 ADS, which could be interpreted as a modest negative signal despite stated tax purpose.

Insights

Financial Analyst

TL;DR: Small, tax-driven insider sale; limited market impact.

The 422-ADS sale (≈US $112.4 k) is immaterial versus BeOne Medicines’ market capitalisation and the insider’s remaining 278 k ordinary shares. Because it is explicitly a mandatory tax-withholding transaction tied to RSU vesting, it offers little insight into management’s sentiment or the firm’s prospects. Trading code "S" confirms an open-market sale, but the disclosure of purpose mitigates negative interpretation. I therefore consider the filing neutral for valuation or momentum models.

Corporate Governance Specialist

TL;DR: Governance-compliant RSU tax sale; no red flags.

The filing complies with Section 16 reporting timelines and includes clear explanatory footnotes. Absence of a 10b5-1 checkbox mark indicates no pre-arranged plan, yet the tax-withholding justification limits concern. Continued sizeable ownership aligns executive incentives with shareholders. There are no indications of undisclosed derivative positions or unusual vesting accelerations. Overall governance impact 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^*

Lee Chan Henry

(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)
	SVP, General Counsel

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								278,434	D
American Depositary Shares(1)	06/16/2025		S(2)		422	D	$266.5	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.

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

Why did Henry Chan Lee sell 422 ADS of BeOne Medicines (ONC)?

The sale was mandated to cover tax withholding arising from the vesting of previously granted RSUs.

How many BeOne Medicines ordinary shares does the executive still own after the transaction?

After the sale, Henry Chan Lee directly owns 278,434 ordinary shares and no ADS.

What price did the ADS sell for according to the Form 4?

The 422 ADS were sold at US $266.50 per ADS on 16 Jun 2025.

Does the Form 4 indicate use of a Rule 10b5-1 trading plan?

No; the checkbox for Rule 10b5-1(c) was not marked, implying no pre-arranged trading plan.

What percentage of his total holdings did the executive sell?

The 422 ADS equal 5,486 ordinary shares—about 2 % of his 278 k ordinary-share holding, indicating a small disposal.