Form 4: BeOne Medicines Global Head of R&D Sells Shares for Tax Withholding

Wang Lai, Global Head of R&D at BeOne Medicines Ltd., reported the sale of 1,402 American Depositary Shares (ADS) for tax withholding purposes following the vesting of restricted share units.

Summary

• Wang Lai, the Global Head of R&D for BeOne Medicines Ltd. (ONC), filed a Form 4 disclosing transactions on June 6, 2025.
• The filing reports the sale of a total of 1,402 American Depositary Shares (ADS) across four separate transactions.
• The sales were conducted at weighted average prices ranging from $250.7083 to $255.3 per ADS.
• These sales were executed pursuant to a mandatory tax withholding provision in connection with the vesting of a restricted share unit (RSU) award previously granted to Mr. Wang.
• Following these transactions, Mr. Wang directly holds 971,945 Ordinary Shares and indirectly holds 731,965 Ordinary Shares through Wang Holdings LLC.
• Mr. Wang also has an indirect economic interest in an indeterminable portion of 2,069,546 RMB Shares held by the RMB Shares Employee Participation Plan, to which he contributed RMB10 million, but disclaims Section 16 beneficial ownership of these shares.
• Each American Depositary Share (ADS) represents 13 Ordinary Shares.
• The RMB Shares Employee Participation Plan purchased shares at an initial public offering price of RMB192.6 per RMB Share, equivalent to approximately $30.1295 based on an exchange rate of $1.00 = RMB6.3924.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transaction is a non-discretionary sale for tax withholding purposes upon RSU vesting, which is a routine event and does not indicate a change in management's outlook or confidence in the company.

Future Outlook

The restricted share units are subject to a vesting schedule where 1/4th of the securities will vest on each anniversary of June 5, 2024, contingent on continued service. Accelerated vesting may occur upon certain termination events following a change in control.

Management Comments

• 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.

Industry Context

This filing details a routine insider transaction related to executive compensation and tax obligations, which is a common occurrence across various industries, particularly in companies that utilize restricted stock units as part of their compensation structure. It does not directly reflect broader industry trends beyond standard executive compensation practices.

Related Party Transactions

• The Reporting Person holds 731,965 Ordinary Shares indirectly through Wang Holdings LLC, a limited liability company whose interests are owned by the Reporting Person, his spouse, and a trust for the benefit of his spouse and children. The Reporting Person disclaims beneficial ownership for the spouse and children's trust portion.
• The Reporting Person has an indirect economic interest in an indeterminable portion of RMB Shares held by the RMB Shares Employee Participation Plan, to which he contributed RMB10 million. He disclaims Section 16 beneficial ownership of these shares.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary sale for tax purposes, not indicative of a change in insider sentiment or company fundamentals.
• Employees: The vesting of RSUs and the existence of an RMB Shares Employee Participation Plan indicate ongoing equity compensation programs for executives and qualified employees.

Next Steps

• Continued vesting of the remaining restricted share units on each anniversary of June 5, 2024, subject to continued service.

Key Dates

Recommendation

Keywords

BeOne Medicines, ONC, Form 4, Insider Transaction, Stock Sale, Restricted Share Units, RSU, Tax Withholding, American Depositary Shares, ADS, Executive Compensation