SEC 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Liang Yi (Last) (First) (Middle) C/O ZAI LAB LIMITED 4560 JINKE ROAD, BLDG 1, 4TH FLOOR (Street) PUDONG, SHANGHAI F4 201210 (City) (State) (Zip)	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) CCO & President, Greater China
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2022
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	04/01/2022		M		730(2)	A	$0.00	104,847	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$45.47	04/01/2022		A		37,585(3)		(4)	04/01/2032	American Depositary Shares(1)	37,585	$0.00	37,585	D
Restricted Share Units	(5)	04/01/2022		A		7,154		(6)	(6)	American Depositary Shares(1)	7,154	$0.00	7,154	D
Restricted Share Units	(5)	04/01/2022		M			730	(7)	(7)	American Depositary Shares(1)	730	$0.00	2,920	D

Explanation of Responses:

1. Each American Depositary Share (ADS) represents ten Ordinary Shares of the issuer.

2. ADSs acquired on vesting of Restricted Share Units. Each ADS represents ten Ordinary Shares of the issuer.

3. The Stock Options are exercisable for ADSs. The number of securities underlying each option and the exercise price therefor are represented in ADSs. Each ADS represents ten Ordinary Shares of the issuer.

4. The Stock Options vest in equal annual installments over five years beginning on 04/01/2023, the first anniversary of the date of grant.

5. Each Restricted Share Unit represents a contingent right to receive one ADS, which represents ten Ordinary Shares of the issuer.

6. The Restricted Share Units vest in equal annual installments over five years beginning on 04/01/2023, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

7. The Restricted Share Units vest in equal annual installments over five years beginning on 04/01/2022, the first anniversary of the date of grant. Vested shares will be delivered in the form of ADSs to the reporting person following vesting.

Remarks:

***The Power of Attorney given by Mr. Liang was previously filed with the U.S. Securities and Exchange Commission on January 4, 2021 as an exhibit to the Form 3 filed by Mr. Liang.

	By: /s/ Bruce A. Blefeld Attorney-in-Fact	04/05/2022
	** 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).
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