Zymeworks Inc. — Major Shareholding Notification 2024

Nov 13, 2024

SC 13G 1 tm2427812d21_sc13gs.htm SC 13G

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

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Under the Securities Exchange Act of 1934

(Amendment No. )*

Zymeworks, Inc.

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(Name of Issuer)

Common Stock, $0.00001 par value

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(Title of Class of Securities)

98985Y108

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(CUSIP Number)

September 30, 2024

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(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 8 Pages)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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CUSIP No. 98985Y108 13G Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS Rubric Capital Management LP
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,917,331 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,917,331 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,917,331 shares of Common Stock
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51%
12	TYPE OF REPORTING PERSON PN, IA

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CUSIP No. 98985Y108 13G Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC
USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,917,331 shares of Common Stock
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,917,331 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,917,331 shares of Common Stock
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.51%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 98985Y108 13G Page 4 of 8 Pages

Item 1(a).
The name of the issuer is Zymeworks, Inc. (the " Issuer ").

Item 1(b).
The Issuer's principal executive offices are located at 108 Patriot Drive, Suite A, Middletown, Delaware
19709.

Item 2(a).
This statement
is filed by:
(i)	Rubric Capital Management LP (" Rubric Capital "), the investment adviser to certain investment funds and/or accounts (collectively, the
" Rubric Funds ") that hold the shares of Common Stock (as defined in Item 2(d) below) reported herein; and
(ii)	David Rosen (" Mr. Rosen "),
Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons
are hereinafter sometimes collectively referred to as the " Reporting Persons ."
The filing of this
statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of
Section 13 of the Act, the beneficial owner of the Shares reported herein.

Item 2(b).
The address of the principal
business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.

Item 2(c).
Rubric Capital is a Delaware limited partnership.
Mr. Rosen is a citizen of the United States of America.

Item 2(d).
Common Stock, $0.00001 par value (the " Common
Stock ").

Item 2(e).
98985Y108

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CUSIP No. 98985Y108 13G Page 5 of 8 Pages

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

| (a) | ¨ | Broker
or dealer registered under Section 15 of the Act, |
| --- | --- | --- |
| (b) | ¨ | Bank
as defined in Section 3(a)(6) of the Act, |
| (c) | ¨ | Insurance
Company as defined in Section 3(a)(19) of the Act, |
| (d) | ¨ | Investment
Company registered under Section 8 of the Investment Company Act of 1940, |
| (e) | x | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ¨ | Employee
Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F), |
| (g) | x | Parent
Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), |
| (h) | ¨ | Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance Act, |
| (i) | ¨ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ | A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with
Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth
in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The
percentage set forth in Row (11) of the cover page for each of the Reporting Persons is based on the 71,047,390 shares of Common
Stock outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2024 filed with the Securities and Exchange Commission on August 1, 2024. |

Item 5.
Not applicable.

Item 6.
See Item 2.

Item 7.
Not applicable.

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CUSIP No. 98985Y108 13G Page 6 of 8 Pages

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

| Each of the Reporting Persons hereby makes the following
certification: |
| --- |
| By signing below the Reporting Person certifies that,
to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect. |

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CUSIP No. 98985Y108 13G Page 7 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: November 13, 2024

RUBRIC CAPITAL MANAGEMENT LP
By:	/s/
Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer
/s/
David Rosen
DAVID ROSEN

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CUSIP No. 98985Y108 13G Page 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: November 13, 2024

RUBRIC CAPITAL MANAGEMENT LP
By:	/s/
Michael Nachmani
Name:	Michael Nachmani
Title:	Chief Operating Officer
/s/
David Rosen
DAVID ROSEN

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