Sec Form 4 Filing - Du Ying @ Zai Lab Ltd - 2021-04-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Du Ying 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 (Last) (First) (Middle) C/O ZAI LAB LIMITED, 4560 JINKE ROAD, BLDG 1, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2021 (Street) PUDONG, SHANGHAI, F4201210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/01/2021 G V 16,000 D $ 0 ( 2 ) 1,008,653 D Ordinary Shares 04/05/2021 S( 1 ) 11,492 D $ 124.63 ( 3 ) 997,161 D Ordinary Shares 04/05/2021 S( 1 ) 20,494 D $ 125.7 ( 4 ) 976,667 D Ordinary Shares 04/05/2021 S( 1 ) 8,690 D $ 126.45 ( 5 ) 967,977 D Ordinary Shares 04/05/2021 S( 1 ) 4,510 D $ 127.69 ( 6 ) 963,467 D Ordinary Shares 04/05/2021 S( 1 ) 2,700 D $ 128.65 ( 7 ) 960,767 D Ordinary Shares 04/05/2021 S( 1 ) 1,817 D $ 129.63 ( 8 ) 958,950 D Ordinary Shares 04/05/2021 S( 1 ) 492 D $ 131.09 ( 9 ) 958,458 D Ordinary Shares 04/05/2021 S( 1 ) 589 D $ 132.42 ( 10 ) 957,869 D Ordinary Shares 04/06/2021 S( 1 ) 1,278 D $ 123.2 ( 11 ) 956,591 D Ordinary Shares 04/06/2021 S( 1 ) 3,614 D $ 124.39 ( 12 ) 952,977 D Ordinary Shares 04/06/2021 S( 1 ) 860 D $ 125.25 ( 13 ) 952,117 D Ordinary Shares 04/06/2021 S( 1 ) 2,023 D $ 126.62 ( 14 ) 950,094 D Ordinary Shares 04/06/2021 S( 1 ) 19,444 D $ 127.55 ( 15 ) 930,650 D Ordinary Shares 04/06/2021 S( 1 ) 9,689 D $ 128.38 ( 16 ) 920,961 D Ordinary Shares 04/06/2021 S( 1 ) 1,484 D $ 129.21 ( 17 ) 919,477 D Ordinary Shares 04/07/2021 S( 1 ) 577 D $ 130.34 ( 18 ) 918,900 D Ordinary Shares 04/07/2021 S( 1 ) 1,720 D $ 131.83 ( 19 ) 917,180 D Ordinary Shares 04/07/2021 S( 1 ) 313 D $ 133.12 ( 20 ) 916,867 D Ordinary Shares 04/07/2021 S( 1 ) 10,369 D $ 134.4 ( 21 ) 906,498 D Ordinary Shares 04/07/2021 S( 1 ) 8,017 D $ 135.17 ( 22 ) 898,481 D Ordinary Shares 04/07/2021 S( 1 ) 940 D $ 135.94 ( 23 ) 897,541 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Du Ying C/O ZAI LAB LIMITED 4560 JINKE ROAD, BLDG 1, 4TH FLOOR PUDONG, SHANGHAI, F4201210 X Chairwoman & CEO Signatures /s/ Bruce A. Blefeld Attorney-in-Fact*** 04/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was automatically triggered pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. ( 2 )On April 1, 2021, the Reporting Person made a charitable gift of 16,000 Ordinary Shares. ( 3 )Reflects a weighted average sale price of $124.63 per share, at prices ranging from $124.10 to $125.10 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 4 )Reflects a weighted average sale price of $125.70 per share, at prices ranging from $125.11 to $126.11per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 5 )Reflects a weighted average sale price of $126.45 per share, at prices ranging from $126.12 to $127.12 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 6 )Reflects a weighted average sale price of $127.69 per share, at prices ranging from $127.16.10 to $128.16 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 7 )Reflects a weighted average sale price of $128.65 per share, at prices ranging from $128.19 to $129.19 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 8 )Reflects a weighted average sale price of $129.63 per share, at prices ranging from $129.20 to $130.04 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 9 )Reflects a weighted average sale price of $131.09 per share, at prices ranging from $131.09 to $131.76 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 10 )Reflects a weighted average sale price of $132.42 per share, at prices ranging from $132.41 to $133.23 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 11 )Reflects a weighted average sale price of $123.20 per share, at prices ranging from $122.79 to $123.60 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 12 )Reflects a weighted average sale price of $124.39 per share, at prices ranging from $123.89 to $124.81 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 13 )Reflects a weighted average sale price of $125.25 per share, at prices ranging from $124.92 to $125.71 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 14 )Reflects a weighted average sale price of $126.62 per share, at prices ranging from $125.93 to $126.92 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 15 )Reflects a weighted average sale price of $127.55 per share, at prices ranging from $126.94 to $127.94 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 16 )Reflects a weighted average sale price of $128.38 per share, at prices ranging from $127.95 to $128.91 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 17 )Reflects a weighted average sale price of $129.21 per share, at prices ranging from $129.02 to $129.44 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 18 )Reflects a weighted average sale price of $130.34 per share, at prices ranging from $130.15 to $131.09 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 19 )Reflects a weighted average sale price of $131.83 per share, at prices ranging from $131.31 to $132.22 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 20 )Reflects a weighted average sale price of $133.12 per share, at prices ranging from $132.78 to $133.74 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 21 )Reflects a weighted average sale price of $134.40 per share, at prices ranging from $133.81 to $134.81 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 22 )Reflects a weighted average sale price of $135.17 per share, at prices ranging from $134.83 to $135.78 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 23 )Reflects a weighted average sale price of $135.94 per share, at prices ranging from $135.84 to $136.02 per share. The Reporting Person will provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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