Neil Josephson Form 4 Zymeworks BC / Neil Josephson 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^*

Josephson Neil

(Last) (First) (Middle)

C/O ZYMEWORKS INC.

108 PATRIOT DRIVE, SUITE A

(Street)

MIDDLETOWN DE 19709

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zymeworks BC Inc. [ ZYME ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2022

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
Common Stock	11/10/2022		M(1)		5,885	A	$0.00	16,924	D
Common Stock	11/10/2022		S(2)		2,475	D	$8.099(3)	14,449	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
Restricted Stock Unit	(4)	11/10/2022		M			5,885	(5)	(5)	Common Shares	5,885	$0.00	11,772	D

Explanation of Responses:

1. Represents shares of common stock issued upon vesting of one third of the restricted stock units ("RSUs") granted on November 10, 2021.

2. Represents shares of common stock sold to cover tax withholding obligations and other applicable fees in connection with the vesting of RSUs. Pursuant to the terms of the applicable RSU grant agreement (the "Grant Agreement"), effective on the grant date of the RSUs, the Reporting Person adopted a 10b5-1 plan pursuant to which the Reporting Person elected to sell shares to cover tax withholding obligations and other applicable fees in accordance with the terms of the Grant Agreement.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $8.09 to $8.10, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

5. The RSUs were granted on November 10, 2021 and vest in three equal annual instalments beginning on November 10, 2022.

Remarks:

On October 13, 2022, the Issuer (formerly Zymeworks Delaware Inc., a Delaware corporation) became the successor issuer of Zymeworks BC Inc. (formerly Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia)) pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. On such date the Issuer completed a series of transactions, including a redomicile, pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), as a result of which common shares of Zymeworks BC Inc. were exchanged for either shares of common stock of the Issuer or exchangeable shares issued by Zymeworks ExchangeCo Ltd., an indirect subsidiary of the Issuer.

	/s/ Daniel Dex, Attorney-in-Fact	11/14/2022
	** 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).
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