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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Zai Lab Limited
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(Name of Issuer)
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American depositary shares, each representing one ordinary share, par value $0.00006 per share
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(Title of Class of Securities)
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98887Q104
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(CUSIP Number)
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May 3, 2019
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐ Rule 13d-1(b)
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☒ Rule
13d-1(c)
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☐ Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
The Segantii Asia-Pacific Equity Multi-Strategy Fund
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2.
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check the appropriate box if a group (a) ☐
(b) ☐
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3.
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sec use only
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4.
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citizenship or place of organization
Cayman islands
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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3,403,861
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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3,403,861
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9.
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aggregate amount beneficially owned by each reporting person
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3,403,861
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10.
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check box if the aggregate
amount in row (9) excludes certain shares (See Instructions) ☐
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11.
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percent of class represented by amount in row (9)
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5.1%
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12.
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type of reporting person (See Instructions)
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CO
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1.
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Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
Segantii Capital Management (Cayman) Limited
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2.
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check the appropriate box if a group (a) ☐
(b) ☐
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3.
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sec use only
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4.
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citizenship or place of organization
Cayman Islands
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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3,403,861
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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3,403,861
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9.
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aggregate amount beneficially owned by each reporting person
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3,403,861
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10.
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check box if the aggregate
amount in row (9) excludes certain shares (See Instructions) ☐
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11.
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percent of class represented by amount in row (9)
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5.1%
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12.
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type of reporting person (See Instructions)
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FI
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1.
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Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
Segantii Capital Management Limited
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2.
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check the appropriate box if a group (a) ☐
(b) ☐
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3.
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sec use only
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4.
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citizenship or place of organization
Hong Kong
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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3,403,861
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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3,403,861
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9.
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aggregate amount beneficially owned by each reporting person
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3,403,861
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10.
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check box if the aggregate
amount in row (9) excludes certain shares (See Instructions) ☐
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11.
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percent of class represented by amount in row (9)
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5.1%
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12.
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type of reporting person (See Instructions)
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IA
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Item 1.
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(a) Name of Issuer:
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Zai Lab Limited
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(b) Address of Issuer’s Principal
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Executive Offices:
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4560 Jinke Road, Bldg. 1, Fourth Floor
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Pudong, Shanghai, China 201210
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Item 2.
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(a) Name of Person Filing:
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This statement is filed by (i) The Segantii Asia-Pacific Equity Multi-Strategy Fund (the “Fund”), (ii) Segantii Capital Management (Cayman)
Limited (the “Manager”) and (iii) Segantii Capital Management Limited (the “Investment Advisor”). The foregoing are collectively referred to herein as the “Reporting Persons.”
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The Fund holds securities of the issuer. The Manager serves as the investment manager and the Investment Advisor serves as the investment
advisor for the Fund. The Reporting Persons may be deemed to share voting and dispositive power with respect to 3,403,861 American depositary shares, each representing one ordinary share, par value $0.00006 per share.
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(b) Address of Principal Business Office:
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The principal office of the Fund and the Manager is Campbell Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman
KY1-1104, Cayman Islands.
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The principal office of the Investment Advisor is 21/F, 100QRC, 100 Queen’s Road Central, Hong Kong.
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(c) Citizenship:
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The Fund and the Manager are both incorporated in the Cayman Islands. The Investment Advisor is incorporated in Hong Kong.
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(d) Title of Class of Securities:
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American depositary shares, each representing one ordinary share, par
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value $0.00006 per share
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(e) CUSIP Number:
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98887Q104
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If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(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 §
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 (15U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with
§240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
Amount beneficially owned:
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Fund:
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3,403,861
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Manager:
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3,403,861
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Investment Advisor:
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3,403,861
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Percent of class:
5.1%
Calculation of percentage of beneficial ownership is based on 66,199,041 shares of the Issuer’s ordinary shares outstanding as of
May 2, 2019, as reported in the Issuer’s Prospectus Supplement on Form 424B2 filed on May 6, 2019.
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 for both Reporting Persons
(ii) Shared power to vote or to direct the vote:
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Fund:
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3,403,861
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Manager:
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3,403,861
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Investment Advisor:
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3,403,861
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(iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared power to dispose or to direct the disposition of:
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Fund:
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3,403,861
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Manager:
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3,403,861
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Investment Advisor:
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3,403,861
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
Items 6 – 9. Not Applicable.
Item 10. Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 Section 230.14a-11.
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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.
Dated: May 9, 2019
The Segantii Asia-Pacific Equity Multi-Strategy Fund
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Authorized Signatory
Segantii Capital Management (Cayman) Limited
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Head of Legal and Compliance
Segantii Capital Management Limited
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Head of Legal and Compliance
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 9, 2019
The Segantii Asia-Pacific Equity Multi-Strategy Fund
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Authorized Signatory
Segantii Capital Management (Cayman) Limited
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Head of Legal and Compliance
Segantii Capital Management Limited
By: /s/ Niral Harish Maru
Name: NIRAL HARISH MARU
Title: Head of Legal and Compliance