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Zymeworks Inc. — Director's Dealing 2022
Oct 18, 2022
32180_dirs_2022-10-17_1dcdce2a-9d3e-4e1d-bd63-6c4df3471ab1.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Zymeworks Inc. (ZYME)
CIK: 0001937653
Period of Report: 2022-10-13
Reporting Person: Redmile Group, LLC (10% Owner)
Reporting Person: Green Jeremy (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, par value $0.00001 per share | 6045437 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Cash-settled Swaps | $5.4935 | Common Stock (25870) | Indirect | ||
| Cash-settled Swaps | $5.7147 | Common Stock (47044) | Indirect | ||
| Cash-settled Swaps | $5.7358 | Common Stock (101805) | Indirect | ||
| Cash-settled Swaps | $6.0108 | Common Stock (87677) | Indirect | ||
| Cash-settled Swaps | $6.3414 | Common Stock (50000) | Indirect | ||
| Cash-settled Swaps | $5.9358 | Common Stock (91272) | Indirect | ||
| Cash-settled Swaps | $5.6915 | Common Stock (79517) | Indirect | ||
| Cash-settled Swaps | $5.9273 | Common Stock (50000) | Indirect | ||
| Cash-settled Swaps | $5.9303 | Common Stock (100000) | Indirect | ||
| Cash-settled Swaps | $5.9181 | Common Stock (40621) | Indirect | ||
| Cash-settled Swaps | $5.9448 | Common Stock (90000) | Indirect | ||
| Cash-settled Swaps | $6.1901 | Common Stock (27861) | Indirect | ||
| Cash-settled Swaps | $6.3455 | Common Stock (50000) | Indirect | ||
| Cash-settled Swaps | $6.4215 | Common Stock (46137) | Indirect | ||
| Cash-settled Swaps | $5.9431 | Common Stock (100000) | Indirect | ||
| Cash-settled Swaps | $5.4786 | Common Stock (161481) | Indirect | ||
| Cash-settled Swaps | $5.6803 | Common Stock (35000) | Indirect | ||
| Cash-settled Swaps | $5.7739 | Common Stock (40122) | Indirect | ||
| Cash-settled Swaps | $5.8478 | Common Stock (61886) | Indirect | ||
| Cash-settled Swaps | $5.8166 | Common Stock (132127) | Indirect | ||
| Cash-settled Swaps | $5.887 | Common Stock (42776) | Indirect | ||
| Cash-settled Swaps | $6.1178 | Common Stock (25000) | Indirect | ||
| Cash-settled Swaps | $6.3885 | Common Stock (33615) | Indirect | ||
| Cash-settled Swaps | $6.205 | Common Stock (5948) | Indirect | ||
| Cash-settled Swaps | $7.0019 | Common Stock (135000) | Indirect | ||
| Cash-settled Swaps | $6.7112 | Common Stock (69365) | Indirect | ||
| Cash-settled Swaps | $6.872 | Common Stock (42184) | Indirect | ||
| Cash-settled Swaps | $7.1066 | Common Stock (103329) | Indirect | ||
| Cash-settled Swaps | $7.3334 | Common Stock (50000) | Indirect | ||
| Cash-settled Swaps | $7.2721 | Common Stock (31154) | Indirect |
Footnotes
F1: On October 13, 2022, Zymeworks BC Inc. (formerly known as Zymeworks Inc.), a corporation existing under the laws of the Province of British Columbia ("Legacy Zymeworks"), completed a series of transactions, including a corporate re-domicile (the "Transactions"), pursuant to which Zymeworks Inc. (formerly known as Zymeworks Delaware, Inc.), a Delaware corporation (the "Issuer"), ultimately became the parent company of and successor to Legacy Zymeworks. As part of the Transactions, holders of the common shares of Legacy Zymeworks, including the Redmile Clients (as defined below), received shares of the Issuer's common stock, par value $0.00001 per share (the "Common Stock"), on a one-for-one basis.
F2: These securities are directly owned by certain private investment vehicles and separate accounts managed by Redmile Group, LLC ("Redmile") and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and separate accounts (the "Redmile Clients"). The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green (the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3: Certain Redmile Clients are parties to swap agreements with counterparties that provide those Redmile Clients with economic exposure to an aggregate 3,427,167 notional shares. Each notional share subject to each swap agreement represents the economic equivalent of one share of the Issuer's common stock. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in securities that may be referenced in such swap agreements or that may be held from time to time by any counterparties to the agreements.
F4: The Reporting Persons have the right to terminate and close out each swap at any time.
F5: Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Redmile Clients in cash an amount determined in part by reference to any increase between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement or (ii) the Redmile Clients will pay to the counterparty in cash an amount determined in part by reference to any decrease between the reference price and the market value of the notional number of shares of Common Stock subject to the swap agreement.
F6: Represents the reference price associated with the swap agreements.