SEC FORM 4

SEC FORM 4SEC 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

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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

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
American Depositary Shares⁽¹⁾	04/01/2026		M		1,500⁽²⁾	A	⁽³⁾	21,499	D
American Depositary Shares⁽¹⁾	04/01/2026		M		13,758⁽²⁾	A	⁽³⁾	35,257	D
American Depositary Shares⁽¹⁾	04/02/2026		M		2,500⁽²⁾	A	⁽³⁾	37,757	D
American Depositary Shares⁽¹⁾	04/02/2026		S		5,199⁽⁴⁾	D	$20.39	32,558	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Share Units	⁽⁵⁾	03/04/2026		A		11,924		⁽⁶⁾	⁽⁶⁾	American Depositary Shares⁽¹⁾	11,924	$0	11,924	D
Restricted Share Units	⁽³⁾	04/01/2026		M			1,500	⁽⁷⁾	⁽⁷⁾	American Depositary Shares⁽¹⁾	1,500	$0	1,500	D
Restricted Share Units	⁽³⁾	04/01/2026		M			13,758	⁽⁸⁾	⁽⁸⁾	American Depositary Shares⁽¹⁾	13,758	$0	27,516	D
Restricted Share Units	⁽³⁾	04/02/2026		M			2,500	⁽⁹⁾	⁽⁹⁾	American Depositary Shares⁽¹⁾	2,500	$0	2,500	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. Each performance-based share unit ("PSU") represents a contingent right to receive one ADS.

6. The reporting person was granted PSUs on March 12, 2025 based on the satisfaction of specified performance criteria between January 1, 2025 through December 31, 2025. On March 4, 2026, the performance-based vesting conditions were confirmed for PSUs representing 11,924 ADSs. The PSUs vest in full on March 12, 2028, the third anniversary of the date of grant, subject to continuous service.

7. The RSUs vest in equal annual installments over five years beginning on 04/01/2023, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

8. The RSUs vest in equal annual installments over four years beginning on 04/01/2025, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

9. The RSUs vest in equal annual installments over four years beginning on 04/03/2024, the first anniversary of the date of grant, subject to continuous service. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

	/s/ Bruce Blefeld, Attorney-in-Fact	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)