SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/07/2023

3. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
American Depositary Shares	45,964	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	10/01/2031	American Depositary Shares	8,000	$102.75	D
Stock Option (Right to Buy)⁽¹⁾	⁽³⁾	11/01/2031	American Depositary Shares	5,000	$104.42	D
Stock Option (Right to Buy)⁽¹⁾	⁽⁴⁾	04/01/2032	American Depositary Shares	20,000	$45.47	D
Stock Option (Right to Buy)⁽¹⁾	⁽⁵⁾	04/03/2033	American Depositary Shares	26,000	$33.95	D

Explanation of Responses:

1. Each Stock Option is exercisable for one American Depositary Share, which represents ten Ordinary Shares of the issuer.

2. The option vests in equal annual installments over five years beginning on 10/01/2022, the first anniversary of the date of grant.

3. The option vests in equal annual installments over four years beginning on 11/01/2022, the first anniversary of the date of grant.

4. The option vests in equal annual installments over five years beginning on 04/01/2023, the first anniversary of the date of grant.

5. The option vests in equal annual installments over four years beginning on 04/03/2024, the first anniversary of the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Bruce Blefeld, Attorney-in-Fact	07/17/2023
	** 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 5 (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.