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BeOne Medicines (ONC) R&D head granted shares and options, sells ADS for tax

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

BeOne Medicines Ltd. executive Wang Lai reported equity compensation grants and a small tax‑related share sale. He received 118,625 Ordinary Shares as a restricted share unit award and 229,775 share options with a $20.81 exercise price, both vesting over four years, subject to continued service and potential accelerated vesting upon certain termination events.

A total of 756 American Depositary Shares, each representing 13 Ordinary Shares, were sold at a weighted average price of about $261.00 per ADS under a mandatory tax withholding provision tied to a prior restricted share unit vesting, rather than a discretionary open‑market sale. Following these transactions, he directly holds 1,710,085 Ordinary Shares and 229,775 options, while additional Ordinary and RMB Shares are held by entities such as Wang Holdings LLC and the RMB Shares Employee Participation Plan, over which he disclaims Section 16 beneficial ownership and generally lacks voting or dispositive power.

Positive

  • None.

Negative

  • None.
Insider Wang Lai
Role President, Global Head of R&D
Sold 756 shs ($197K)
Type Security Shares Price Value
Grant/Award Share Option (Right to Buy) 229,775 $0.00 --
Grant/Award Ordinary Shares 118,625 $0.00 --
Sale American Depositary Shares 756 $261.0021 $197K
holding Ordinary Shares -- -- --
holding RMB Shares -- -- --
Holdings After Transaction: Share Option (Right to Buy) — 229,775 shares (Direct, null); Ordinary Shares — 1,710,085 shares (Direct, null); American Depositary Shares — 0 shares (Direct, null); Ordinary Shares — 601,965 shares (Indirect, See Footnote); RMB Shares — 0 shares (Indirect, See Footnote)
Footnotes (1)
  1. Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 11, 2026, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events. These securities are held by Wang Holdings LLC, the limited liability company interests of which are owned by the Reporting Person, his spouse and a trust created by the Reporting Person for the benefit of his spouse and children, for which the Reporting Person disclaims beneficial ownership. The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market. The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924). The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, has contributed RMB10 million to the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose. Each American Depositary Share represents 13 Ordinary Shares. 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 10, 2025, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $260.87 to $261.16, 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. The number of securities underlying each option and the exercise price therefor are represented in ordinary shares. These securities vest over a four-year period as follows: 25% on the first anniversary of June 11, 2026 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.
ADS sold for tax 756 ADS at $261.0021 Mandatory tax withholding sale on American Depositary Shares
Ordinary Shares RSU grant 118,625 shares Restricted share unit-based Ordinary Shares granted to Wang Lai
Share options granted 229,775 options at $20.81 Options on Ordinary Shares, expiring 2036-06-10
Direct Ordinary Shares after 1,710,085 shares Direct Ordinary Share holdings following the reported transactions
Indirect Ordinary Shares via entity 601,965 shares Ordinary Shares held by Wang Holdings LLC, with beneficial ownership disclaimed
RMB Shares plan purchase 2,069,546 shares at RMB192.6 RMB Shares Employee Participation Plan purchase in STAR Offering
ADS to Ordinary ratio 1 ADS = 13 Ordinary Shares American Depositary Share representation ratio
restricted share units financial
"Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 11, 2026"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
RMB Shares Employee Participation Plan financial
"The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers"
American Depositary Shares financial
"Each American Depositary Share represents 13 Ordinary Shares."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Section 16 beneficial ownership financial
"The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan"
Rule 16b-3 regulatory
"purchase certain RMB Shares from the Issuer through an asset management plan ... in a transaction that is exempt under Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
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SEC Form 4
FORM 4UNITED 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*
Wang Lai

(Last)(First)(Middle)
C/O BEONE MEDICINES I GMBH
AESCHENGRABEN 27, 21ST FLOOR

(Street)
BASEL4051

(City)(State)(Zip)

SWITZERLAND

(Country)
2. Issuer Name and Ticker or Trading Symbol
BeOne Medicines Ltd. [ ONC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Global Head of R&D
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)06/11/2026A118,625A$01,710,085D
Ordinary Shares601,965ISee Footnote(2)
RMB Shares(3)0(4)(5)ISee Footnote(5)
American Depositary Shares(6)06/11/2026S(7)756D$261.0021(8)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Option (Right to Buy)$20.81(9)06/11/2026A229,775(9) (10)06/10/2036Ordinary Shares229,775$0229,775D
Explanation of Responses:
1. Represents securities underlying restricted share units. 1/4th of the securities will vest on each anniversary of June 11, 2026, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.
2. These securities are held by Wang Holdings LLC, the limited liability company interests of which are owned by the Reporting Person, his spouse and a trust created by the Reporting Person for the benefit of his spouse and children, for which the Reporting Person disclaims beneficial ownership.
3. The term "RMB Shares" is used herein to represent the ordinary shares, par value $0.0001 per share, of the Issuer, issued directly by the Issuer in the Issuer's initial public offering on the Science and Technology Innovation Board (the "STAR Market") of the Shanghai Stock Exchange (the "STAR Offering"), to permitted investors in Renminbi ("RMB") within the People's Republic of China ("PRC") in accordance with the rules of the STAR Market.
4. The Issuer established an employee participation program ("RMB Shares Employee Participation Plan"), which allows certain executive officers and qualified employees of the Issuer's subsidiaries in the PRC to indirectly participate in the STAR Offering and purchase certain RMB Shares from the Issuer through an asset management plan administrated by China International Capital Corporation Limited in a transaction that is exempt under Rule 16b-3. The RMB Share Employee Participation Plan purchased an aggregate of 2,069,546 RMB Shares directly from the Issuer in the STAR Offering at the initial public offering price of RMB192.6 per RMB Share (or $30.1295 based on an assumed exchange rate of $1.00 = RMB6.3924).
5. The Reporting Person, as an individual participant in the RMB Shares Employee Participation Plan, has contributed RMB10 million to the RMB Shares Employee Participation Plan. The Reporting Person may be deemed to have indirect economic interest in an indeterminable portion of the RMB Shares held by the RMB Shares Employee Participation Plan but does not have voting or dispositive power over any of such shares. The Reporting Person disclaims Section 16 beneficial ownership of the RMB Shares held by the RMB Shares Employee Participation Plan, except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such RMB Shares for Section 16 or any other purpose.
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 10, 2025, subject to continued service. Unvested securities are subject to accelerated vesting upon 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 $260.87 to $261.16, 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 number of securities underlying each option and the exercise price therefor are represented in ordinary shares.
10. These securities vest over a four-year period as follows: 25% on the first anniversary of June 11, 2026 with the remaining shares vesting in 36 equal successive monthly installments thereafter, subject to continued service. Unvested securities are subject to accelerated vesting upon certain termination events.
Remarks:
/s/ Qing Nian, as Attorney-in-Fact06/15/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did BeOne Medicines (ONC) executive Wang Lai receive?

Wang Lai received 118,625 Ordinary Shares as a restricted share unit award and 229,775 share options with a $20.81 exercise price. Both awards vest over four years, subject to continued service and potential accelerated vesting upon certain termination events.

Why did Wang Lai sell 756 American Depositary Shares of BeOne Medicines (ONC)?

He sold 756 American Depositary Shares under a mandatory tax withholding provision linked to a previously granted restricted share unit vesting. The shares were sold at a weighted average price of about $261.00 per ADS to cover tax obligations rather than as a discretionary open‑market trade.

How many BeOne Medicines (ONC) Ordinary Shares does Wang Lai hold after these transactions?

After these transactions, Wang Lai directly holds 1,710,085 Ordinary Shares of BeOne Medicines. He also holds 229,775 share options for Ordinary Shares, separate from additional Ordinary and RMB Shares held by entities where he disclaims Section 16 beneficial ownership.

What is the relationship between BeOne Medicines (ONC) ADS and Ordinary Shares?

Each American Depositary Share of BeOne Medicines represents 13 Ordinary Shares. The reported sale of 756 ADS therefore corresponds economically to a larger number of underlying Ordinary Shares, although the filing presents transactions directly in ADS units for clarity.

What is the RMB Shares Employee Participation Plan at BeOne Medicines (ONC)?

The RMB Shares Employee Participation Plan allows certain executives and PRC employees to purchase RMB Shares through an asset management plan. It acquired 2,069,546 RMB Shares at RMB192.6 per share in the STAR Market offering, with participation treated as exempt under Rule 16b‑3.

Does Wang Lai control the RMB Shares held through BeOne Medicines (ONC) employee plans?

He contributed RMB10 million to the RMB Shares Employee Participation Plan and has an indirect economic interest in some RMB Shares, but has no voting or dispositive power over those shares and disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.