Zai Lab Limited (ZLAB) Form 4/A Zai Lab / Ying Du ownership change

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^*

Du Ying

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2023

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
American Depositary Shares(1)	03/03/2023(2)		G(3)		426	D	$0.00	815,421	D
American Depositary Shares(1)	03/03/2023(4)		G(5)		426	D	$0.00	814,995	D
American Depositary Shares(1)	03/06/2023		M(6)		300,000	A	$0.6(7)	1,114,995	D
American Depositary Shares(1)	03/06/2023		F(8)		120,906	D	$40.55(9)	994,089	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
Stock Options (Right to Buy)	$0.6	03/06/2023		M(6)			300,000	(10)	10/22/2025	American Depositary Shares	300,000	$0.00	589,165	D

Explanation of Responses:

1. Each American Depositary Share (ADS) represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.

2. As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction date.

3. This transaction represents a bona fide gift of securities by the reporting person to an UTMA account for the benefit of the reporting person's adult child.

4. As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction date.

5. This transaction represents a bona fide gift of securities by the reporting person to the reporting person's adult child.

6. The reported transaction was effected pursuant to a sale plan adopted by the Reporting Person, dated 12/13/2022, that expires on 12/20/2023 and is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1034.

7. As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction price.

8. This transaction represents the disposition of shares to cover taxes.

9. As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction price.

10. The Stock Options fully vested as of October 22, 2020.

	/s/ Bruce Blefeld, Attorney-in-Fact	03/08/2023
	** 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).
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