Sec Form 4/A Filing - Du Ying @ Zai Lab Ltd - 2023-03-03

FORM 4/A 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) Chairperson & CEO (Last) (First) (Middle) C/O ZAI LAB LIMITED, 314 MAIN STREET, 4TH FLOOR, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2023 (Street) CAMBRIDGE, MA02142 4. If Amendment, Date Original Filed (MM/DD/YY) 03/07/2023 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 American Depositary Shares ( 1 ) 03/03/2023( 2 ) G( 3 ) 426 D $ 0 815,421 D American Depositary Shares ( 1 ) 03/03/2023( 4 ) G( 5 ) 426 D $ 0 814,995 D American Depositary Shares ( 1 ) 03/06/2023 M( 6 ) 300,000 A $ 0.6 ( 7 ) 1,114,995 D American Depositary Shares ( 1 ) 03/06/2023 F( 8 ) 120,906 D $ 40.55 ( 9 ) 994,089 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 Stock Options (Right to Buy) $ 0.6 03/06/2023 M( 6 ) 300,000 ( 10 ) 10/22/2025 American Depositary Shares 300,000 $ 0 589,165 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Du Ying C/O ZAI LAB LIMITED 314 MAIN STREET, 4TH FLOOR, SUITE 100 CAMBRIDGE, MA02142 X Chairperson & CEO Signatures /s/ Bruce Blefeld, Attorney-in-Fact 03/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each American Depositary Share (ADS) represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs. ( 2 )As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction date. ( 3 )This transaction represents a bona fide gift of securities by the reporting person to an UTMA account for the benefit of the reporting person's adult child. ( 4 )As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction date. ( 5 )This transaction represents a bona fide gift of securities by the reporting person to the reporting person's adult child. ( 6 )The reported transaction was effected pursuant to a sale plan adopted by the Reporting Person, dated 12/13/2022, that expires on 12/20/2023 and is intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1034. ( 7 )As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction price. ( 8 )This transaction represents the disposition of shares to cover taxes. ( 9 )As a result of a typographical error, the original Form 4 reporting this transaction stated the wrong transaction price. ( 10 )The Stock Options fully vested as of October 22, 2020.

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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