Edmondson Frazor Titus III 4

What Happened

• Edmondson Frazor Titus III, Chief Legal Officer of Zai Lab (ticker: ZLAB), had 14,600 ADSs vest from restricted share units (RSUs) on 2026-06-25 and those ADSs were converted/received. Of those vested ADSs, 14,600 were disposed via automatic tax withholding (reported as a derivative disposition at $0). On 2026-06-26 he also sold 4,103 ADSs in an open market sale at $17.46 each, generating proceeds of $71,642.
• These transactions are routine: the RSU vesting and automatic sale to cover taxes is a common administrative event; the open-market sale was a disposal, not a purchase.

Key Details

• Transaction dates and prices:
  • 2026-06-25: 14,600 ADSs acquired on conversion/vesting of RSUs (derivative event).
  • 2026-06-25: 14,600 ADSs disposed at $0.00 (automatic tax withholding/sale).
  • 2026-06-26: 4,103 ADSs sold in the open market at $17.46 each for $71,642.
• Shares owned after transactions: Not reported in the provided Form 4 excerpt.
• Notable footnotes:
  • Each ADS represents 10 ordinary shares (ADSs reported here) (F1).
  • ADSs were acquired upon RSU vesting; each RSU entitles the holder to one ADS (F2, F3).
  • Some ADSs were sold automatically to cover taxes upon vesting (F4).
  • The RSUs vest in equal annual installments over four years starting 06/25/2023 (F5).
• Filing/timeliness: Form 4 was filed 2026-06-29 for transactions on 06/25–06/26; the filing appears timely.

Context

• For retail investors: this is primarily a vesting/tax-withholding event (derivative conversion of RSUs) plus an open-market sale. The derivative entries reflect RSUs converting to ADSs and shares being sold to satisfy tax obligations (a form of cashless/automatic withholding), not an exercise to hold shares as a long-term purchase.
• Such sales by executives after vesting or for tax withholding are common and do not, by themselves, indicate a change in view about the company’s prospects.