Zai Lab (ZLAB) Form 4: Director Awarded 10,831 Restricted ADSs

Rhea-AI Filing Summary

Form Type: 4 – Statement of Changes in Beneficial Ownership for Zai Lab Ltd. (ZLAB), filed 23 Jun 2025.

Key event: Director Nisa Leung received 10,831 American Depositary Shares (ADSs) on 18 Jun 2025 at a reported price of $0, indicating a restricted stock grant rather than an open-market purchase. Each ADS equals ten ordinary shares.

Vesting schedule: The entire award vests on 18 Jun 2026, conditional upon Ms. Leung’s continued board service.

Post-transaction ownership: Direct beneficial holdings increase to 73,926 ADSs. No derivative securities were involved.

Ownership clarification: Shares previously attributed to QM11 Limited have been removed because the director no longer holds a position conferring beneficial ownership, aligning the disclosure with current circumstances.

Implications: The grant modestly strengthens director-shareholder alignment but does not materially affect ZLAB’s capital structure or valuation.

Insights

Corporate Governance Expert

TL;DR – Routine restricted stock grant; governance-neutral.

The Form 4 discloses a standard annual equity grant to independent director Nisa Leung. At 10,831 ADSs, the award is consistent with typical board compensation levels for mid-cap U.S.-listed biopharma firms. A one-year cliff vesting period incentivizes at least short-term board continuity without locking in long-term dilution. The removal of QM11-related holdings clarifies beneficial ownership and reduces potential conflicts. No sales occurred, so market signaling is limited. Overall, the filing neither improves nor harms governance posture and is unlikely to influence investor sentiment.

Portfolio Manager

TL;DR – Small, non-cash grant; negligible valuation impact.

The 10,831 ADS award equates to roughly US$value unspecified in filing, a drop in the bucket relative to Zai Lab’s multi-billion-dollar market cap. Because the shares are newly issued restricted stock, marginal dilution is de minimis. The director retains 73,926 ADSs, signaling continued commitment but not representing insider buying with personal capital. Removal of QM11 Limited holdings may slightly reduce perceived insider exposure. I view the event as housekeeping rather than a catalyst; position sizing and valuation models remain unchanged.

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^*

Leung Nisa

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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
American Depositary Shares(1)	06/18/2025		A		10,831(2)	A	$0	73,926	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

Explanation of Responses:

1. Each American Depositary Share ("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.

2. Represents restricted shares that vest in full on June 18, 2026, subject to the Reporting Person's continued service as a member of the issuer's board of directors through such vesting date.

Remarks:

The Reporting Person previously included in her Section 16 reports the securities held by QM11 Limited. Since the Reporting Person's most recent Form 4 filed on September 22, 2021, the Reporting Person has ceased serving in any position that may be deemed to confer to the Reporting Person direct or indirect beneficial ownership of the securities held by QM11 Limited. Accordingly, the securities held by QM11 Limited are no longer reportable by the Reporting Person on Form 4 and thus have been removed from the Reporting Person's indirect beneficial ownership in this Form 4.

	/s/ Bruce Blefeld, Attorney-in-Fact	06/23/2025
	** 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.
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FAQ

How many ZLAB shares did director Nisa Leung receive in the latest Form 4?

10,831 ADSs were granted on 18 Jun 2025.

When do the newly granted ZLAB ADSs vest?

All shares vest on 18 Jun 2026, subject to continued board service.

What is Nisa Leung’s total ZLAB ownership after the transaction?

She now directly owns 73,926 ADSs.

Did the Form 4 report any sales or derivative transactions?

No. The filing only reports a restricted stock acquisition; no sales or options were disclosed.

Why were QM11 Limited shares removed from the director’s indirect ownership?

Ms. Leung no longer holds a position conferring beneficial ownership over those securities, so they are no longer reportable.