SEC Form 4
Washington, D.C. 20549


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 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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zymeworks Inc. [ ZYME ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
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
Common Shares 03/10/2021 M 2,500 A $0.00(1) 6,425 D
Common Shares 03/10/2021 S(2) 1,048 D $34.9535(3) 5,377 D
Common Shares 2,000 I Held by spouse
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
Restricted Stock Unit (4) 03/10/2021 M 2,500 (5) (5) Common Shares 2,500 $0.00 5,000 D
Stock Option (Right to Buy) $34.82 03/10/2021 A 48,750 (6) 03/09/2031 Common Shares 48,750 $0.00 48,750 D
Restricted Stock Unit (4) 03/10/2021 A 8,125 (7) (7) Common Shares 8,125 $0.00 8,125 D
Explanation of Responses:
1. Represents common shares issued upon vesting of one third of the restricted stock units ("RSUs") granted on March 10, 2020.
2. Represents common shares sold to cover tax withholding obligations and other applicable fees in connection with the vesting of RSUs. Pursuant to the terms of the applicable RSU grant agreement (the "Grant Agreement"), effective on the grant date of the RSUs, the Reporting Person irrevocably adopted a 10b5-1 plan pursuant to which the Reporting Person elected to sell shares to cover tax withholding obligations and other applicable fees in accordance with the terms of the Grant Agreement.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.80 to $35.15, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
4. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
5. The RSUs were granted on March 10, 2020 and vest in three equal annual instalments beginning on March 10, 2021.
6. Stock options vest as follows: (i) 25% of underlying shares on first anniversary of grant date and (ii) remainder of underlying shares in 36 equal monthly installments on last day of month following first anniversary of grant date.
7. The RSUs vest in three equal annual installments beginning on March 10, 2022.
/s/ Daniel Dex, Attorney-in-Fact 03/12/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.