[SCHEDULE 13G/A] Zymeworks Inc. SEC Filing

Rhea-AI Filing Summary

Zymeworks Inc. (ZYME) Schedule 13G/A reports that Redmile Group, LLC and its principal Jeremy C. Green each have shared voting and dispositive power over 4,150,627 shares of Zymeworks common stock, representing 5.6% of the class based on 74,844,505 shares outstanding as of June 27, 2025. One Redmile vehicle, Redmile Biopharma Investments III, L.P., holds 3,470,727 shares ( 4.6%). The filers state the shares are held by Redmile-managed private investment vehicles, that Redmile and Mr. Green may be deemed beneficial owners solely as manager/principal, and they disclaim beneficial ownership except to the extent of any pecuniary interest. The filing certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Positive

• Transparent disclosure of share counts and percent of class (4,150,627 shares; 5.6% of class)
• Clear allocation of holdings across entities including Redmile Biopharma Investments III, L.P. (3,470,727 shares; 4.6%)
• Certification that shares were acquired and are held in the ordinary course of business

Negative

• None.

Insights

Securities Analyst

TL;DR: Redmile reports a disclosed passive stake of 5.6% in Zymeworks, held through managed vehicles; no sole voting or dispositive power.

Redmile Group, LLC and Jeremy C. Green report shared voting and dispositive power over 4,150,627 shares, representing 5.6% of outstanding common stock, while Redmile Biopharma Investments III, L.P. holds 3,470,727 shares (4.6%). The filing follows Schedule 13G/A conventions for passive investors and includes standard disclaimers that beneficial ownership is only to the extent of pecuniary interest. From a market-impact perspective, a disclosed stake above 5% is material in size but the certification that holdings are in the ordinary course and not for influencing control suggests a passive intent. All figures are explicitly stated in the filing.

Corporate Governance Expert

TL;DR: Filing documents managerial control over shares via investment vehicles and includes appropriate disclaimers; no indication of active control.

The disclosure clarifies that Redmile Group, LLC acts as investment manager for the Redmile Clients and that Jeremy C. Green is the principal of Redmile Group, LLC, which may lead to deemed beneficial ownership under SEC rules. The report shows shared voting and dispositive power, with no sole voting or disposition power reported. The signature and certification language confirm the holders assert ordinary-course, non-control motives. This is consistent with a passive investor Schedule 13G/A rather than a Schedule 13D activist filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Zymeworks Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

98985Y108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 98985Y108

1

Names of Reporting Persons

Redmile Group, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,150,627.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,150,627.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,150,627.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Redmile Group, LLC's beneficial ownership of the Issuer's common shares ("Common Stock") is comprised of 4,150,627 shares of Common Stock owned by certain private investment vehicles managed by Redmile Group, LLC (collectively, the "Redmile Clients"), including Redmile Biopharma Investments III, L.P. ("RBI III"). The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of such Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on 74,844,505 shares of Common Stock outstanding as of June 27, 2025, as reported by the Issuer in its Form 8-K filed with the Securities and Exchange Commission on June 27, 2025 (the "Form 8-K").

SCHEDULE 13G

CUSIP No. 98985Y108

1

Names of Reporting Persons

Jeremy C. Green

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,150,627.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,150,627.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,150,627.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Jeremy C. Green's beneficial ownership of the Common Stock is comprised of 4,150,627 shares of Common Stock owned by certain Redmile Clients, including RBI III. The reported securities may be deemed beneficially owned by Redmile Group, LLC as investment manager of such Redmile Clients. The reported securities may also be deemed beneficially owned by Jeremy C. Green as the principal of Redmile Group, LLC. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. Percentage based on 74,844,505 shares of Common Stock outstanding as of June 27, 2025, as reported by the Issuer in the Form 8-K.

SCHEDULE 13G

CUSIP No. 98985Y108

1

Names of Reporting Persons

Redmile Biopharma Investments III, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,470,727.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,470,727.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,470,727.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: Percentage based on 74,844,505 shares of Common Stock outstanding as of June 27, 2025, as reported by the Issuer in the Form 8-K.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Zymeworks Inc.
(b)	Address of issuer's principal executive offices: 108 Patriot Drive, Suite A, Middletown, DE, 19709
Item 2.
(a)	Name of person filing: Redmile Group, LLC Jeremy C. Green Redmile Biopharma Investments III, L.P.
(b)	Address or principal business office or, if none, residence: Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129 Jeremy C. Green c/o Redmile Group, LLC (NY Office) 45 W. 27th Street, Floor 11 New York, NY 10001 Redmile Biopharma Investments III, L.P. c/o Redmile Group, LLC One Letterman Drive Building D, Suite D3-300 The Presidio of San Francisco San Francisco, California 94129
(c)	Citizenship: Redmile Group, LLC: Delaware Jeremy C. Green: United Kingdom Redmile Biopharma Investments III, L.P.: Delaware
(d)	Title of class of securities: Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 98985Y108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Redmile Group, LLC - 4,150,627 (1) Jeremy C. Green - 4,150,627 (1) Redmile Biopharma Investments III, L.P. - 3,470,727
(b)	Percent of class: Redmile Group, LLC - 5.6% (2) Jeremy C. Green - 5.6% (2) Redmile Biopharma Investments III, L.P. - 4.6% (2)
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments III, L.P. - 0
	(ii) Shared power to vote or to direct the vote: Redmile Group, LLC - 4,150,627 (1) Jeremy C. Green - 4,150,627 (1) Redmile Biopharma Investments III, L.P. - 3,470,727
	(iii) Sole power to dispose or to direct the disposition of: Redmile Group, LLC - 0 Jeremy C. Green - 0 Redmile Biopharma Investments III, L.P. - 0
	(iv) Shared power to dispose or to direct the disposition of: Redmile Group, LLC - 4,150,627 (1) Jeremy C. Green - 4,150,627 (1) Redmile Biopharma Investments III, L.P. - 3,470,727 (1) The shares of the Issuer's Common Stock reported herein are held by certain Redmile Clients, including RBI III, for which Redmile Group, LLC is the investment manager/adviser and, in such capacity, exercises voting and investment power over all of the shares of Common Stock held by the Redmile Clients and may be deemed to be the beneficial owner of these shares. Jeremy C. Green serves as the principal of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares. Redmile Group, LLC and Mr. Green each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any. (2) Percentage based on 74,844,505 shares of Common Stock outstanding as of June 27, 2025, as reported by the Issuer in the Form 8-K.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See the response to Item 4.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Redmile Group, LLC

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member
Date:	08/14/2025

Jeremy C. Green

Signature:	/s/ Jeremy C. Green
Name/Title:	Jeremy C. Green
Date:	08/14/2025

Redmile Biopharma Investments III, L.P.

Signature:	/s/ Jeremy C. Green
Name/Title:	Managing Member of Redmile Biopharma Investments III (GP), LLC, general partner of Redmile Biopharma Investments III, L.P.
Date:	08/14/2025

FAQ

How many ZYME shares does Redmile Group, LLC report beneficially owning?

Redmile Group, LLC reports beneficial ownership of 4,150,627 shares, representing 5.6% of Zymeworks common stock based on 74,844,505 shares outstanding.

What stake does Redmile Biopharma Investments III, L.P. hold in Zymeworks (ZYME)?

Redmile Biopharma Investments III, L.P. holds 3,470,727 shares, equal to 4.6% of the outstanding common stock.

Does Redmile or Jeremy C. Green report sole voting or dispositive power over the shares?

No. The filing reports 0 shares with sole voting or dispositive power and reports shared voting and dispositive power for the stated amounts.

Does the filing state the intent to influence control of Zymeworks?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control and are held in the ordinary course of business.

On what outstanding share count are the percentages based?

Percentages are based on 74,844,505 shares of common stock outstanding as of June 27, 2025, per the issuer's reported figure.