Were any of the 111, Inc. (YI) share sales related to tax withholding?

Yes. Footnotes state that 29,280 and 70,440 Class A shares were sold to satisfy tax withholding obligations connected with RSU vesting. These transactions used sale code "S" but are described as tax-withholding related rather than discretionary open-market disposals.

Director at 111, Inc. (NASDAQ: YI) sells 397K shares after new RSU grants

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

111, Inc. director Sun Jian David reported a mix of RSU grants and share sales in Class A ordinary shares. He received grants of 378,737 RSUs on May 11, 2026 and 413,168 RSUs on May 12, 2026, each RSU representing one Class A share.

Between May 26 and June 15, 2026, he sold a total of 397,060 Class A shares at prices between $0.22 and $0.27 per share. Footnotes state that 29,280 and 70,440 of these shares were sold to satisfy tax withholding obligations tied to RSU vesting. After the latest transaction, he holds 413,211 shares directly, and the filing indicates all such RSUs are fully vested as of its date.

Insider Trade Summary

Net Seller: 397,060 shares ($92,749)

Net Sell 9 txns

Insider Sun Jian David

Role null

Sold 397,060 shs ($93K)

Type	Security	Shares	Price	Value
Sale	RSUs (Class A)	58,800	$0.23	$14K
Sale	RSUs (Class A)	111,100	$0.23	$26K
Sale	RSUs (Class A)	115,440	$0.22	$25K
Sale	RSUs (Class A)	12,000	$0.23	$3K
Sale	RSUs (Class A)	70,440	$0.25	$18K
Sale	RSUs (Class A)	29,280	$0.27	$8K
Grant/Award	RSUs (Class A)	413,168	$0.00	--
Grant/Award	RSUs (Class A)	378,737	$0.00	--
Grant/Award	RSUs (Class A)	18,366	$0.00	--

Holdings After Transaction: RSUs (Class A) — 413,211 shares (Direct, null)

Footnotes (1)

Each RSU represents a contingent right to receive one Class A ordinary share. As of the date of this Form 4, all such RSUs have fully vested. Represent a grant of 378,737 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 11, 2026, which shall vest in full on the grant date. Represent a grant of 413,168 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 12, 2026 and a vesting commencement date of May 12, 2026. Each such grant shall vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of May 12, 2026; provided, however, that if the Reporting Person's service with the Issuer or any Service Recipient (as defined in the applicable Award Agreement) terminates in any vesting year other than for Cause (as defined in the applicable Award Agreement), the portion otherwise scheduled to vest for such vesting year shall vest pro rata based on the number of full months actually served by the grantee during such vesting year, with one-twelfth (1/12) of the amount scheduled to vest for such vesting year vesting for each completed month of service in such year. Represents the sale of 29,280 Class A ordinary share (in the form of 1,464 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. Represents the sale of 70,440 Class A ordinary share (in the form of 3,522 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

Key Figures

Total shares sold: 397,060 shares Post-transaction holdings: 413,211 shares RSU grant (May 11, 2026): 378,737 RSUs +4 more

7 metrics

Total shares sold 397,060 shares Net share sales across six transactions through June 15, 2026

Post-transaction holdings 413,211 shares Class A shares held directly after June 15, 2026 sale

RSU grant (May 11, 2026) 378,737 RSUs Grant fully vesting on grant date, each RSU equals one Class A share

RSU grant (May 12, 2026) 413,168 RSUs Grant vesting 25% annually over four years from May 12, 2026

Tax-withholding sale 1 29,280 shares Shares sold to satisfy RSU tax withholding, in form of 1,464 ADSs

Tax-withholding sale 2 70,440 shares Shares sold to satisfy RSU tax withholding, in form of 3,522 ADSs

Sale prices $0.22–$0.27 per share Reported prices for May–June 2026 Class A share sales

Key Terms

RSU, ADSs, tax withholding obligations, vesting commencement date, +2 more

6 terms

RSU financial

"Each RSU represents a contingent right to receive one Class A ordinary share."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

ADSs financial

"in the form of 1,464 ADSs of the Issuer to satisfy tax withholding obligations"

tax withholding obligations financial

"sale of 29,280 Class A ordinary share ... to satisfy tax withholding obligations in connection with the vesting of RSUs"

vesting commencement date financial

"with a grant date of May 12, 2026 and a vesting commencement date of May 12, 2026"

The vesting commencement date is the starting point when an employee begins earning ownership rights to their promised benefits, such as stock options or retirement contributions. Think of it like the day a savings account is opened—only after this date do the benefits start to grow and become fully available over time. It matters to investors because it marks when the clock begins ticking toward full ownership, affecting the timing and value of these benefits.

Service Recipient financial

"service with the Issuer or any Service Recipient (as defined in the applicable Award Agreement)"

pro rata financial

"the portion otherwise scheduled to vest for such vesting year shall vest pro rata based on the number of full months actually served"

Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 06:18 AM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sun Jian David

(Last)

(First)

(Middle)

10TH FLOOR, T1. YUZHONGXIN

NO. 268 YUBEI ROAD, PUDONG NEW AREA

(Street)

SHANGHAI, P.R.C

201204

(City)

(State)

(Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
111, Inc. [ YI ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
RSUs (Class A)⁽¹⁾	09/12/2018		A		18,366	A	$0	18,366	D
RSUs (Class A)⁽²⁾	05/11/2026		A		378,737	A	$0	397,103	D
RSUs (Class A)⁽³⁾	05/12/2026		A		413,168	A	$0	810,271	D
RSUs (Class A)⁽⁴⁾	05/26/2026		S		29,280	D	$0.27	780,991	D
RSUs (Class A)⁽⁵⁾	05/27/2026		S		70,440	D	$0.25	710,551	D
RSUs (Class A)	06/09/2026		S		12,000	D	$0.23	698,551	D
RSUs (Class A)	06/10/2026		S		115,440	D	$0.22	583,111	D
RSUs (Class A)	06/11/2026		S		111,100	D	$0.23	472,011	D
RSUs (Class A)	06/15/2026		S		58,800	D	$0.23	413,211	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Each RSU represents a contingent right to receive one Class A ordinary share. As of the date of this Form 4, all such RSUs have fully vested.

2. Represent a grant of 378,737 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 11, 2026, which shall vest in full on the grant date.

3. Represent a grant of 413,168 RSUs, each RSU representing the right to receive one Class A ordinary share of the Issuer, with a grant date of May 12, 2026 and a vesting commencement date of May 12, 2026. Each such grant shall vest as to 25% of the RSUs on each of the first, second, third and fourth anniversaries of May 12, 2026; provided, however, that if the Reporting Person's service with the Issuer or any Service Recipient (as defined in the applicable Award Agreement) terminates in any vesting year other than for Cause (as defined in the applicable Award Agreement), the portion otherwise scheduled to vest for such vesting year shall vest pro rata based on the number of full months actually served by the grantee during such vesting year, with one-twelfth (1/12) of the amount scheduled to vest for such vesting year vesting for each completed month of service in such year.

4. Represents the sale of 29,280 Class A ordinary share (in the form of 1,464 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

5. Represents the sale of 70,440 Class A ordinary share (in the form of 3,522 ADSs) of the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

	/s/ Jian Sun	06/16/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Sun Jian David report for 111, Inc. (YI)?

Sun Jian David reported RSU grants and subsequent sales of Class A shares. He received two large RSU awards in May 2026 and then sold 397,060 shares in late May and June 2026 at prices between $0.22 and $0.27 per share.

How many 111, Inc. (YI) shares did the director sell and at what prices?

He sold 397,060 Class A shares in multiple transactions. Reported sale prices were $0.22, $0.23 and $0.27 per share, reflecting open-market sales over several days between May 26 and June 15, 2026, according to the Form 4 data.

What RSU grants did Sun Jian David receive from 111, Inc. (YI)?

He received a grant of 378,737 RSUs on May 11, 2026 and another grant of 413,168 RSUs on May 12, 2026. Each RSU represents the right to receive one Class A ordinary share of 111, Inc., with specified vesting terms described in the filing footnotes.

How many 111, Inc. (YI) shares does Sun Jian David hold after these transactions?

After the latest reported transaction on June 15, 2026, he directly holds 413,211 Class A shares. This figure reflects the position reported in the Form 4 as "total shares following transaction" for his RSU-related holdings.

What are the vesting terms for the new 413,168 RSU grant at 111, Inc. (YI)?

The 413,168 RSUs granted on May 12, 2026 vest 25% on each of the first through fourth anniversaries of May 12, 2026. If his service ends other than for cause during a vesting year, that year’s portion can vest pro rata by completed months of service.