Form 4: ZLAB Board Member Awarded 10,831 ADSs, Ownership 50,416

Rhea-AI Filing Summary

SEC Form 4 Overview: On 18 June 2025, Zai Lab Ltd ZLAB) granted Director Michel Vounatsos an equity award of 10,831 American Depositary Shares (ADSs) at a cost basis of $0. Each ADS represents ten ordinary shares. The award consists of restricted shares that will vest in full on 18 June 2026, contingent on his continued board service. Following this grant, Vounatsos’ direct beneficial ownership increased to 50,416 ADSs. No derivative securities or sales were reported.

The filing signals routine director compensation aimed at aligning board incentives with shareholder interests; it does not disclose any purchases or sales on the open market and carries no immediate cash impact for the company.

Positive

• Alignment of interests: Director’s stake rises to 50,416 ADSs, modestly increasing insider ownership and governance alignment.

Negative

• None.

Insights

Securities Analyst

TL;DR: Neutral—routine director stock grant; minor alignment benefit, no cash impact.

The Form 4 records a standard restricted share grant to Director Michel Vounatsos. The 10,831 ADSs, valued at market price but issued at $0, modestly raise his stake to 50,416 ADSs, increasing insider ownership by about 27%. Because the shares do not vest until June 2026 and there are no sales, the filing has no direct liquidity signal. Investors may view the grant positively for governance alignment, yet the size is immaterial to Zai Lab’s market capitalization, so share-price impact should be negligible.

Corporate Governance Expert

TL;DR: Governance-friendly incentive grant; impact limited.

Issuing restricted ADSs that vest after one year ties the director’s compensation to future performance and service continuity, a standard best-practice structure. The absence of a 10b5-1 trading plan box check reinforces that this is an outright grant, not a pre-arranged trade. No red flags—such as accelerated vesting or large option packages—appear. The grant marginally deepens board alignment but is not material enough to influence corporate control or voting outcomes.

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
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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^*

Vounatsos Michel

(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	50,416	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.

	/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.
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 ADSs did Director Michel Vounatsos receive in the June 18 2025 grant?

He was awarded 10,831 ADSs in the form of restricted shares.

When will the newly granted ZLAB restricted ADSs vest?

The ADSs will vest in full on June 18 2026, provided Vounatsos remains on the board.

What is Michel Vounatsos’ total direct ownership in ZLAB after the transaction?

His direct beneficial holdings increased to 50,416 ADSs.

Did the Form 4 report any sales or open-market purchases of ZLAB shares?

No. The filing only reflects a restricted share grant; there were no sales or purchases.

Was a Rule 10b5-1 trading plan involved in this ZLAB transaction?

No. The box indicating a 10b5-1 plan was not checked.