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 |
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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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Zentalis Pharmaceuticals, Inc. [ ZNTL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 12/16/2021 | G | V | 15,000 | D | $0 | 1,213,659 | D | ||
| Common Stock | 01/03/2022 | S(1) | 2,573 | D | $78.2596(2) | 1,211,086 | D | |||
| Common Stock | 01/03/2022 | S(1) | 1,125 | D | $79.1848(3) | 1,209,961 | D | |||
| Common Stock | 01/03/2022 | S(1) | 4,372 | D | $80.3565(4) | 1,205,589 | D | |||
| Common Stock | 01/03/2022 | S(1) | 1,108 | D | $81.1391(5) | 1,204,481 | D | |||
| Common Stock | 01/03/2022 | S(1) | 993 | D | $82.1795(6) | 1,203,488 | D | |||
| Common Stock | 01/03/2022 | S(1) | 300 | D | $83.8933(7) | 1,203,188 | D | |||
| Common Stock | 01/04/2022 | S(1) | 2,000 | D | $77.7123(8) | 1,201,188 | D | |||
| Common Stock | 01/04/2022 | S(1) | 6,871 | D | $78.7571(9) | 1,194,317 | D | |||
| Common Stock | 01/04/2022 | S(1) | 1,556 | D | $79.5416(10) | 1,192,761 | D | |||
| Common Stock | 01/04/2022 | S(1) | 44 | D | $80.4297(11) | 1,192,717 | D | |||
| Common Stock | 103,650 | I | By Spouse | |||||||
| Common Stock | 974,302 | I | By Essex Group International, LLC | |||||||
| Common Stock | 213,600 | I | By Hao Bao Zi Trust LLC(12) | |||||||
| Common Stock | 125,000 | I | By Hao Jiao Zi Trust LLC(13) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 21, 2021. |
| 2. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $77.72 to $78.71. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $78.73 to $79.72. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $79.78 to $80.74. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $80.79 to $81.40. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $81.91 to $82.73. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $83.34 to $84.17. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $77.23 to $78.14. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $78.24 to $79.23. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 10. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $79.26 to $80.13. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 11. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $80.35 to $80.725. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 12. Represents shares nominally held by Hao Bao Zi Trust LLC on behalf of the Hao Bao Zi Trust (the "Trust"), the sole member of Hao Bao Zi Trust LLC. The Reporting Person's spouse is the investment adviser with sole power to make investment decisions regarding the securities held by the Trust. The Reporting Person disclaims beneficial ownership of the securities held by Hao Bao Zi Trust LLC except to the extent of his pecuniary interest therein, if any. |
| 13. Represents shares nominally held by Hao Jiao Zi Trust LLC on behalf of the Hao Jiao Zi Trust (the "Trust"), the sole member of Hao Jiao Zi Trust LLC. The Reporting Person's spouse is the investment adviser with sole power to make investment decisions regarding the securities held by the Trust. The Reporting Person disclaims beneficial ownership of the securities held by Hao Jiao Zi Trust LLC except to the extent of his pecuniary interest therein, if any. |
| Remarks: |
| By: /s/ Melissa B. Epperly, Attorney-in-Fact for Anthony Y. Sun | 01/05/2022 | |
| ** 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. | ||