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

ONC insider gifts over 1.0M shares; direct stake now 6.44M

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BeOne Medicines (ONC) reported insider activity by its Chief Executive Officer and Director. The reporting person made two bona fide gifts of ordinary shares: 151,320 shares on 11/11/2025 and 858,533 shares on 11/12/2025, for a combined 1,009,853 shares, each at a stated price of $0 per footnote (gift). After these transactions, direct beneficial ownership stood at 6,441,041 ordinary shares.

The filing also lists indirect holdings, including 481,533 (P&O Trust), 7,722,480 (a grantor retained annuity trust), 28,204,115 (Oyler Investment LLC), 9,545,000 (Roth IRA), and 102,188 (The John Oyler Legacy Trust), as described in the footnotes with certain beneficial ownership disclaimers. No derivative securities were reported.

Positive

  • None.

Negative

  • None.
Insider OYLER JOHN
Role Chief Executive Officer
Type Security Shares Price Value
Gift Ordinary Shares 858,533 $0.00 --
Gift Ordinary Shares 151,320 $0.00 --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 6,441,041 shares (Direct); Ordinary Shares — 481,533 shares (Indirect, See Footnote)
Footnotes (1)
  1. Bona fide gift of shares to a private foundation which is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-5. 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. 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. These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account. 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.
Form 4 Insider Transactions: What Each Field Means →
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)
11/11/2025
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 11/11/2025 G 151,320 D $0(1) 7,299,574 D
Ordinary Shares 11/12/2025 G 858,533 D $0(1) 6,441,041 D
Ordinary Shares 481,533 I See Footnote(2)
Ordinary Shares 7,722,480 I See Footnote(3)
Ordinary Shares 28,204,115 I See Footnote(4)
Ordinary Shares 9,545,000 I See Footnote(5)
Ordinary Shares 102,188 I See Footnote(6)
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. Bona fide gift of shares to a private foundation which is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-5.
2. 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.
3. 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.
4. These securities are held by Oyler Investment LLC, of which 99% of the the limited liability company interest owned by a grantor retained annuity trust, of which the Reporting Person's father is a trustee, for which the Reporting Person disclaims beneficial ownership.
5. These securities are held for the benefit of the Reporting Person in a Roth IRA PENSCO trust account.
6. 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.
Remarks:
/s/ Qing Nian, as Attorney-in-Fact 11/13/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BeOne Medicines (ONC) report?

Two bona fide gifts of ordinary shares by the CEO/Director: 151,320 on 11/11/2025 and 858,533 on 11/12/2025.

How many ONC shares did the insider gift in total?

A combined total of 1,009,853 ordinary shares.

What is the insider’s direct holding after the gifts?

Direct beneficial ownership is 6,441,041 ordinary shares following the reported transactions.

Were any derivative securities involved?

No. The filing reports no derivative securities in Table II.

How are the indirect ONC holdings structured?

Indirect positions include 481,533 (P&O Trust), 7,722,480 (grantor retained annuity trust), 28,204,115 (Oyler Investment LLC), 9,545,000 (Roth IRA), and 102,188 (John Oyler Legacy Trust), with certain beneficial ownership disclaimers.

What does the gift footnote indicate?

It states the transfers were bona fide gifts to a private foundation and are exempt from Section 16(b) under Rule 16b-5.