Zai Lab (ZLAB) Insider Trading: Director Grants & Sells ADSs

Rhea-AI Filing Summary

Form 4 filing overview – Zai Lab Limited (ZLAB)

Director William Lis reported two transactions involving American Depositary Shares (ADS), each ADS representing ten ordinary shares:

• 18 Jun 2025 – Grant of 10,831 ADSs recorded as an acquisition at $0 cost. These are restricted shares that will vest in full on 18 Jun 2026, contingent upon Mr. Lis’s continued board service.
• 20 Jun 2025 – Sale of 13,814 ADSs executed under a Rule 10b5-1 trading plan adopted on 4 Mar 2025, at a reported price of $35.67 per ADS.

After the transactions, Mr. Lis’s direct beneficial ownership declined from 48,920 to 35,106 ADSs, a net reduction of 13,814 ADSs before taking the un-vested restricted shares into account.

No derivative securities were reported. There were no indications of additional equity incentives, option exercises, or open-market purchases besides the restricted-share grant.

Investor take-away: Although the director received a one-year restricted-share grant, the subsequent larger sale results in a modest net decrease in his immediately available holdings, possibly signalling limited short-term confidence or liquidity needs. The sale was pre-planned under Rule 10b5-1, which mitigates concerns of opportunistic timing.

Positive

• None.

Negative

• Director reduced immediately held ADS position by 13,814 shares, signalling a net decrease in insider ownership despite the compensatory restricted-share grant.

Insights

Securities Analyst

TL;DR: Director granted 10.8k ADSs, sold 13.8k ADSs at $35.67; net ownership down to 35.1k ADSs—mildly negative sentiment.

The filing shows a routine director equity grant offset by a larger pre-planned disposition. Despite the zero-cost award, the subsequent Rule 10b5-1 sale lowers aggregate immediately-vested holdings by roughly 28%. The remaining stake of 35,106 ADSs still offers alignment, yet the timing suggests cash realisation rather than accumulation. For investors, single-director sales of this scale are not usually material to enterprise value, but the negative signal marginally outweighs the neutralising factors of the grant and the existence of a 10b5-1 plan.

Corporate Governance Analyst

TL;DR: Pre-planned sale under 10b5-1 reduces immediate holdings; governance risk minimal but optics slightly negative.

From a governance lens, the grant is standard board compensation, vesting over one year to encourage retention. The Rule 10b5-1 framework limits insider-trading concerns, demonstrating procedural compliance. Nonetheless, the director’s net share reduction could be perceived as weakened insider conviction. Scale relative to Zai Lab’s 950 m+ market cap is immaterial, so impact on governance profile is minor.

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).

X

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^*

Lis William

(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	48,920	D
American Depositary Shares(1)	06/20/2025		S(3)		13,814	D	$35.67	35,106	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.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 4, 2025.

	/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 William Lis sell on 20 June 2025?

He sold 13,814 ADSs at a reported price of $35.67 per ADS.

How many ZLAB ADSs does William Lis own after the reported transactions?

Following the sale, he directly owns 35,106 ADSs (excluding un-vested restricted shares).

What is the vesting schedule for the newly granted 10,831 restricted ADSs?

The restricted ADSs vest in full on 18 June 2026, provided Mr. Lis remains on the board.

Was the ZLAB share sale executed under a Rule 10b5-1 plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on 4 March 2025.

Did the Form 4 include any option exercises or derivative security transactions?

No. Table II shows no derivative securities acquired or disposed of during the reporting period.