[Form 4] Zai Lab Limited American Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview: On 07/02/2025, Zai Lab Ltd (ticker: ZLAB) granted its Chairperson & Chief Executive Officer, Du Ying, a new equity award in the form of 44,194 Restricted Share Units (RSUs). Each RSU converts into one American Depositary Share (ADS), and every ADS represents ten ordinary shares of the company.

Key terms of the award:

• Vesting schedule: The RSUs vest in four equal annual tranches starting 07/02/2026 and ending 07/02/2029, contingent on continued service.
• Cost basis: The grant price is reported as $0 because RSUs are awarded, not purchased.
• Post-grant holdings: The filing shows 44,194 derivative securities (RSUs) beneficially owned directly by the reporting person after the transaction; no common ADS transactions were reported in Table I.

Investor takeaways: The award is a routine incentive grant that aligns top-management compensation with shareholder value creation over a multi-year horizon. There is no indication of share sales or disposals, so the transaction does not reflect profit-taking or a change in ownership intent. While the grant reinforces long-term alignment, it has no immediate cash flow or earnings impact and is unlikely to materially move the stock on its own.

Insights

Securities Analyst

TL;DR: Routine RSU grant to CEO; no shares sold, neutral impact.

The 44,194-unit RSU grant to Chairperson & CEO Du Ying is standard annual equity compensation. Vesting over four years encourages retention and long-term value creation, but it does not alter outstanding share count until settled and is already contemplated in equity-based compensation plans. Absence of sales signals confidence, yet the transaction is not large enough relative to ZLAB’s float to be market-moving. Overall, the filing is informational with neutral investment impact.

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

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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).

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^*

Du Ying

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MA 02142

(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)
	Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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

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 Share Units	(1)	07/02/2025		A		44,194		(2)	(2)	American Depositary Shares(3)	44,194	$0	44,194	D

Explanation of Responses:

1. Each Restricted Share Unit ("RSU") represents a contingent right to receive one American Depositary Share ("ADS").

2. The RSUs vest in equal annual installments over four years beginning on 07/02/2026, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

3. Each ADS represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.

	/s/ Bruce Blefeld, Attorney-in-Fact	07/07/2025
	** 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 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.

FAQ

How many ZLAB RSUs were granted to CEO Du Ying on 07/02/2025?

The filing reports 44,194 Restricted Share Units were granted.

When will the newly granted ZLAB RSUs vest?

They vest in four equal annual installments beginning 07/02/2026.

Did the CEO sell any ZLAB shares in this Form 4?

No. No ADS sales or disposals are reported; only an acquisition of RSUs.

What does each ZLAB ADS represent according to the filing?

Each ADS represents ten ordinary shares of Zai Lab Ltd.

Does this RSU grant affect ZLAB’s earnings or cash flow?

The grant is non-cash; it increases stock-based compensation expense over time but has no immediate cash flow impact.