SEC Filing – Zai Lab Limited

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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^*

Reinhart Harald

(Last)

(First)

(Middle)

C/O ZAI LAB LIMITED

4560 JINKE ROAD, BLDG 1, 4TH FLOOR

(Street)

PUDONG, SHANGHAI

201210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

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 Medical 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)

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⁾	05/12/2027	Ordinary Shares	33,334⁽¹⁾	3	D
Stock Option (Right to Buy)	⁽²⁾	09/20/2027	Ordinary Shares	60,000⁽²⁾	18	D
Stock Option (Right to Buy)	⁽³⁾	03/28/2028	Ordinary Shares	100,000	20.9	D
Stock Option (Right to Buy)	⁽⁴⁾	11/16/2028	Ordinary Shares	50,000	17.99	D

Explanation of Responses:

1. The option vests in equal annual installments over four years beginning on 05/12/2018, the first anniversary of the date of grant. The number in Column 3 represents the options that remain outstanding from the grant of 66,666 shares.

2. The option vests in equal annual installments over five years beginning on 09/20/2018, the first anniversary of the date of grant. The number in Column 3 represents the options that remain outstanding from the grant of 100,000 shares.

3. The option vests in equal annual installments over five years beginning on 03/28/2019, the first anniversary of the date of grant.

4. The option vests in equal annual installments over five years beginning on 11/16/2019, the first anniversary of the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Bruce Blefeld, Attorney-in-Fact	01/01/2021
	** 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.

                           LIMITED POWER OF ATTORNEY

    The undersigned hereby constitutes and appoints F. Ty Edmondson and Bruce
Blefeld, and each of them individually, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

    (1)     prepare, execute in the undersigned's name and on the undersigned's
            behalf, and submit to the U.S. Securities and Exchange Commission
            (the "SEC") a Form ID, including amendments thereto, and any other
            documents necessary or appropriate to obtain codes and passwords
            enabling the undersigned to make electronic filings with the SEC of
            reports required by Section 16(a) of the Securities Exchange Act of
            1934, as amended, or any rule or regulation of the SEC;

    (2)     execute for and on behalf of the undersigned, in the undersigned's
            capacity as officer and/or director of Zai Lab Limited (the
            "Company"), Forms 3, 4, 5 and any Schedules 13D or 13G in accordance
            with Section 16(a) of the Securities Exchange Act of 1934, as
            amended, and the rules thereunder;

    (3)     do and perform any and all acts for and on behalf of the undersigned
            that may be necessary or desirable to complete and execute any such
            Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any
            amendment or amendments thereto, and timely file such form with the
            SEC and any stock exchange or similar authority; and

    (4)     take any other action of any type whatsoever in connection with the
            foregoing that, in the opinion of each such attorney-in-fact, may be
            of benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by each
            such attorney-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such terms
            and conditions as each such attorney-in-fact may approve in each
            such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5, and any Schedules 13D
or 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to each foregoing attorney-in-fact.


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    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of December, 2020.


                                                 /s/ Harald Reinhart
                                                 -------------------------------
                                                 Name: Harald Reinhart

                 [Signature Page to Limited Power of Attorney]