Edmondson Frazor Titus III 4

What Happened

• Edmondson Frazor Titus III, Chief Legal Officer of Zai Lab Ltd (ticker: ZLAB), converted/exercised a total of 22,290 derivative awards (ADSs) on April 1–2, 2026 and completed an open‑market sale of 4,194 ADSs at $20.39 each for proceeds of $85,516.
• On March 4, 2026 the filing also reports a performance‑based award confirmation of 11,924 PSUs (recorded as an award/derivative); these PSUs were confirmed as earned but vest in full on March 12, 2028 (per footnote).

Key Details

• Transaction dates and price: exercises/conversions on 2026-04-01 and 2026-04-02; open‑market sale on 2026-04-02 at $20.39 per ADS (total $85,516).
• Instruments: ADSs reported (1 ADS = 10 ordinary shares of the issuer; ADSs and ordinary shares are fungible). Several entries are derivative conversions/vests (Form 4 code M/A).
• Tax withholding/automatic sale: filing notes that some ADSs resulting from vesting were automatically sold to cover taxes.
• PSUs: 11,924 PSUs were confirmed on 2026-03-04 and are scheduled to vest March 12, 2028, subject to continuous service.
• Shares owned after transaction: not specified in the provided filing details.
• Filing date and timeliness: Form 4 filed 2026-04-03 covering transactions on Apr 1–2, 2026; this appears to have been filed within the usual two‑business‑day window.

Context

• Derivative explanation: the M/A entries reflect exercises or conversions of equity awards (RSUs/PSUs) into ADSs; $0.00 disposition entries indicate conversion/settlement events rather than cash purchases.
• Sale vs. signal: the open‑market sale and automatic tax withholding sales are typically routine (tax/settlement related) rather than a straightforward “insider bearish” purchase/sale signal.
• PSUs are performance‑based awards and do not deliver shares until vesting conditions and service requirements are met.