Chen Yajing 4

What Happened

• Chen Yajing, Chief Financial Officer of Zai Lab Ltd (ZLAB), had a mix of derivative conversions/vestings and an open-market sale. On April 1–2, 2026 she converted/exercised derivative awards that resulted in ADS being issued (record shows conversions of 1,500; 13,758; and 2,500 ADS). On March 4, 2026 performance-based awards representing 11,924 ADSs were confirmed. On April 2, 2026 she sold 5,199 ADS in the open market at $20.39 each, generating proceeds of $106,008.
• The filings show these instrument conversions/vestings and an open-market sale; footnotes indicate some ADS were sold automatically to cover taxes upon vesting (i.e., withholding/sale to satisfy tax obligations) and that PSUs were confirmed but vest on a later date subject to service.

Key Details

• Transaction dates and prices:
  • Mar 4, 2026: PSUs representing 11,924 ADS confirmed (no cash paid) (F6).
  • Apr 1, 2026: conversions/exercises recorded for 1,500 ADS and 13,758 ADS (derivative conversions/exercises).
  • Apr 2, 2026: conversion/exercise recorded for 2,500 ADS; open-market sale of 5,199 ADS at $20.39 each for $106,008 (gross).
• Shares owned after transaction: Not specified in the provided excerpt — see the full Form 4 for total post-transaction holdings.
• Notable footnotes:
  • F1: Each ADS = 10 ordinary shares; reporting is in ADSs.
  • F2–F4, F7–F9: RSUs/PSUs mechanics — RSUs deliver ADSs on vesting; some ADSs sold automatically to cover tax withholding (F4).
  • F6: PSUs were confirmed on Mar 4, 2026 for 11,924 ADS but vest in full on Mar 12, 2028 subject to continuous service.
• Filing timeliness: Form 4 was filed Apr 3, 2026 covering transactions from Mar 4 and Apr 1–2. The Mar 4 confirmation reported nearly a month later, which is outside the typical 2-business-day Form 4 window; investors may want to review the filing for any company explanation.

Context

• Derivative explanation: "M" entries denote exercise/conversion of derivative awards (e.g., RSUs/PSUs converting into ADS). Some shares were delivered and some were sold automatically to cover taxes (a common, non-market-timing-driven sale).
• Interpretation for investors: The visible sale (5,199 ADS for ~$106k) appears tied to tax-withholding/settlement rather than a disclosed discretionary open-market sale for investment reasons. PSUs confirmed do not equal immediately vested/delivered shares (vesting subject to future dates and service).