Zymeworks Form 3 Zymeworks / OLEG NODELMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NODELMAN OLEG

(Last) (First) (Middle)

357 TEHAMA STREET #3

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/17/2025

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,720,161	I	See Note(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants	12/26/2023	(2)	Common Stock	5,086,521(3)	0.0001	I	See Note(1)

Explanation of Responses:

1. Mr. Nodelman is the manager and controlling owner of EcoR1 Capital, LLC which is the investment adviser and general partner of private funds. The funds hold these securities directy for the benefit of their investors. Mr. Nodelman indirectly beneficially owns them as the control person of EcoR1 Capital, LLC. Mr. Nodelman disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

2. The pre-funded warrants do not have an expiration date.

3. Each pre-funded warrant is exercisable to purchase one share of Common Stock, except that the pre-funded warrants cannot be exercised if, after giving effect or immediately prior to such exercise, the reporting person, together with its affiliates and any other persons whose beneficial ownership of shares of Common Stock would be aggregated with the reporting person for purposes of Section 13(d) of the Securities Exchange Act of 1934, would beneficially own more than 19.99% of the total number of issued and outstanding shares of Common Stock or voting power of the Company following such exercise.

Remarks:

Mr. Nodelman is filing this Form 3 to report that he was appointed to the issuer's board of directors on February 17, 2025. Mr. Nodelman previously reported his beneficial ownership of the securities included in this report in the Forms 3 and Forms 4 filed by EcoR1 Capital, LLC.

	/s/ Oleg Nodelman	02/18/2025
	** 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 5 (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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