Zymeworks Form 3 / Jeremy Green 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^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2022

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

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

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)

	Form filed by One Reporting Person
X	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, par value $0.00001 per share⁽¹⁾	6,045,437	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	34,240	7.1159⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	6,675	6.8009⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	49,839	6.3268⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	75,000	6.1989⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	47,135	6.3507⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	48,132	6.9487⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	57,459	6.9462⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	75,000	6.6739⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	33,796	6.4566⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	81,396	6.3504⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	75,000	6.3938⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	50,000	5.4769⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	65,037	5.7857⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	53,300	5.7709⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	62,854	5.7055⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	64,200	5.4039⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	35,000	5.2134⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	13,262	5.25⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	50,000	5.3624⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	44,056	5.5132⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	50,000	5.6913⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	50,000	5.5784⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	57,892	6.1563⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	145,981	6.0066⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	122	6.09⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	125,000	6.1931⁽⁶⁾	I	See Footnote⁽²⁾
Cash-settled Swaps	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽⁴⁾	Common Stock	20,000	5.9706⁽⁶⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Redmile Group, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE, BUILDING D

SUITE D3-300

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Green Jeremy

(Last)

(First)

(Middle)

C/O REDMILE GROUP, LLC (NY OFFICE)

45 W. 27TH STREET, FLOOR 11

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 13, 2022, Zymeworks BC Inc. (formerly known as Zymeworks Inc.), a corporation existing under the laws of the Province of British Columbia ("Legacy Zymeworks"), completed a series of transactions, including a corporate re-domicile (the "Transactions"), pursuant to which Zymeworks Inc. (formerly known as Zymeworks Delaware, Inc.), a Delaware corporation (the "Issuer"), ultimately became the parent company of and successor to Legacy Zymeworks. As part of the Transactions, holders of the common shares of Legacy Zymeworks, including the Redmile Clients (as defined below), received shares of the Issuer's common stock, par value $0.00001 per share (the "Common Stock"), on a one-for-one basis.

2. These securities are directly owned by certain private investment vehicles and separate accounts managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and separate accounts (the "Redmile Clients"). The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Certain Redmile Clients are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to an aggregate 3,427,167 notional shares. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.

4. The Reporting Persons have the right to terminate and close out each swap at any time.

5. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.

6. Represents the reference price associated with the swap agreements.

Remarks:

Filing 1 of 2 - Additional cash-settled swaps beneficially owned by the Reporting Persons are reported in a separate Form 3 dated the same date hereof.

	By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC	10/17/2022
	/s/ Jeremy Green	10/17/2022
	** 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 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).
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.

Zymeworks Form 3Zymeworks / Jeremy Green ownership change