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* Du Ying (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairwoman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/01/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year) 05/04/2021	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
Ordinary Shares	05/01/2021		M(1)(2)		111,111	A	$0.6	1,119,764(1)	D
Ordinary Shares								1,008,653(1)	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)	$0.6	05/01/2021		M(1)(2)			111,111	(3)	10/22/2025	Ordinary Shares	111,111	$0.00	1,333,609	D

Explanation of Responses:

1. On May 4, 2021, the Reporting Person filed a Form 4 which inadvertently did not report that she exercised 111,111 Stock Options in connection with the sales of Ordinary Shares reported in such filing. However, as reported in this amendment, the Reporting Person exercised 111,111 Stock Options for Ordinary Shares, granted to her in connection with a stock option plan that fully vested on October 22, 2020. Accordingly, Table I, Column 5 is amended to reflect such acquisition of Ordinary Shares, pursuant to such exercise of Stock Options, giving effect to the various sale transactions previously reported on the initial filing of this Form 4.

2. The reported transaction was effected pursuant to a sales plan adopted by the Reporting Person, dated March 3, 2021, expires December 31, 2021 and is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1931.

3. The Stock Options fully vested as of October 22, 2020.

Remarks:

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

	/s/ Bruce A. Blefeld, Attorney-in-Fact	06/02/2021
	** 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 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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