Zai Lab Limited (ZLAB) Form 4 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

4560 JINKE ROAD, BLDG 1, 4TH FLOOR

(Street)

PUDONG, SHANGHAI F4 201210

(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)
Chairwoman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2021

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	09/01/2021		M(1)		111,111	A	$0.6	1,119,764	D
Ordinary Shares	09/01/2021		S(1)		4,166	D	$143.77(2)	1,115,598	D
Ordinary Shares	09/01/2021		S(1)		4,691	D	$144.62(3)	1,110,907	D
Ordinary Shares	09/01/2021		S(1)		1,882	D	$145.92(4)	1,109,025	D
Ordinary Shares	09/01/2021		S(1)		6,826	D	$146.96(5)	1,102,199	D
Ordinary Shares	09/01/2021		S(1)		6,933	D	$147.63(6)	1,095,266	D
Ordinary Shares	09/01/2021		S(1)		3,769	D	$148.77(7)	1,091,497	D
Ordinary Shares	09/01/2021		S(1)		176	D	$149.63(8)	1,091,321	D
Ordinary Shares	09/02/2021		S(1)		7,251	D	$144.73(9)	1,084,070	D
Ordinary Shares	09/02/2021		S(1)		11,859	D	$145.85(10)	1,072,211	D
Ordinary Shares	09/02/2021		S(1)		8,571	D	$146.35(11)	1,063,640	D
Ordinary Shares	09/02/2021		S(1)		1,057	D	$147.75(12)	1,062,583	D
Ordinary Shares	09/03/2021		S(1)		6,083	D	$143.94(13)	1,056,500	D
Ordinary Shares	09/03/2021		S(1)		7,373	D	$144.84(14)	1,049,127	D
Ordinary Shares	09/03/2021		S(1)		9,441	D	$145.7(15)	1,039,686	D
Ordinary Shares	09/03/2021		S(1)		1,248	D	$146.55(16)	1,038,438	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	09/01/2021		M(1)			111,111	(17)	10/22/2025	Ordinary Shares	111,111	$0.00	889,165	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a sales plan adopted by the Reporting Person, dated March 3, 2021, expires December 31, 2021 and is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934

2. Reflects a weighted average sale price of $143.77 per share, at prices ranging from $143.07 to $144.07 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. Reflects a weighted average sale price of $144.62 per share, at prices ranging from $144.09 to $145.01 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Reflects a weighted average sale price of $145.92 per share, at prices ranging from $145.24 to $146.24 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

5. Reflects a weighted average sale price of $146.96 per share, at prices ranging from $146.27 to $147.27 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Reflects a weighted average sale price of $147.63 per share, at prices ranging from $147.28 to $148.15 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. Reflects a weighted average sale price of $148.77 per share, at prices ranging from $148.35 to $149.22 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

8. Reflects a weighted average sale price of $149.63 per share, at prices ranging from $149.58 to $149.63 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

9. Reflects a weighted average sale price of $144.73 per share, at prices ranging from $144.15 to $145.15 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

10. Reflects a weighted average sale price of $145.85 per share, at prices ranging from $145.17 to $146.17 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

11. Reflects a weighted average sale price of $146.35 per share, at prices ranging from $146.18 to $147.11 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

12. Reflects a weighted average sale price of $147.75 per share, at prices ranging from $147.27 to $148.27 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

13. Reflects a weighted average sale price of $143.94 per share, at prices ranging from $143.32 to $144.31 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

14. Reflects a weighted average sale price of $144.84 per share, at prices ranging from $144.37 to $145.37 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

15. Reflects a weighted average sale price of $145.70 per share, at prices ranging from $145.38 to $146.36 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

16. Reflects a weighted average sale price of $146.55 per share, at prices ranging from $146.39 to $146.79 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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

Remarks:

***The Power of Attorney given by Ms. Du was previously filed with the U.S. Securities and Exchange Commission on January 4, 2021 as an exhibit to the Form 3 filed by Ms. Du."

	/s/ Bruce A. Blefeld, Attorney-in-Fact	09/03/2021
	** Signature of Reporting Person	Date
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