Zai Lab CFO's Stock Transaction Shows Routine Equity Compensation Vesting

Rhea-AI Filing Summary

Zai Lab CFO Chen Yajing reported multiple transactions on Form 4 involving American Depositary Shares (ADS) on June 25-26, 2025:

• Acquired 6,250 ADSs through the vesting of Restricted Share Units (RSUs) on June 25
• Subsequently sold 2,675 ADSs at $36.132 per share on June 26 for tax coverage
• Following these transactions, directly owns 21,004 ADSs

The RSUs were granted under a four-year vesting schedule beginning June 25, 2023, with equal annual installments. Each ADS represents ten ordinary shares of the company. The automatic sale of shares was specifically conducted to cover tax obligations from the RSU vesting. The transactions were reported through an attorney-in-fact on June 27, 2025.

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^*

Chen Yajing

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025

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)	06/25/2025		M		6,250(2)	A	(3)	23,679	D
American Depositary Shares(1)	06/26/2025		S		2,675(4)	D	$36.132	21,004	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
Restricted Share Units	(3)	06/25/2025		M			6,250	(5)	(5)	American Depositary Shares(1)	6,250	$0	6,250	D

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. ADSs acquired upon vesting of Restricted Share Units ("RSUs").

3. Each RSU represents a contingent right to receive one ADS.

4. These ADSs were sold automatically to cover taxes upon vesting of RSUs.

5. The RSUs vest in equal annual installments over four years beginning on 06/25/2023, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

	/s/ Bruce Blefeld, Attorney-in-Fact	06/27/2025
	** 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).
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FAQ

How many ZLAB shares did CFO Chen Yajing sell on June 26, 2025?

CFO Chen Yajing sold 2,675 American Depositary Shares (ADS) of ZLAB on June 26, 2025 at a price of $36.132 per share. This sale was made automatically to cover taxes upon the vesting of Restricted Share Units (RSUs).

What was the vesting schedule for ZLAB CFO Chen Yajing's Restricted Share Units?

The Restricted Share Units (RSUs) vest in equal annual installments over four years, with vesting beginning on June 25, 2023, which was the first anniversary of the grant date. Upon vesting, the shares are delivered to the reporting person in the form of American Depositary Shares (ADSs).

How many ZLAB American Depositary Shares does Chen Yajing own after the reported transactions?

Following the reported transactions, Chen Yajing directly owns 21,004 American Depositary Shares (ADS) of ZLAB. This amount reflects the acquisition of 6,250 shares from vested RSUs and the subsequent sale of 2,675 shares for tax purposes.

What is the conversion ratio of ZLAB's American Depositary Shares to Ordinary Shares?

Each ZLAB American Depositary Share (ADS) represents ten Ordinary Shares of the issuer. The filing notes that the ADSs and Ordinary Shares are fully fungible.