0000899243-20-010223.txt : 20200403 0000899243-20-010223.hdr.sgml : 20200403 20200403180046 ACCESSION NUMBER: 0000899243-20-010223 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200403 FILED AS OF DATE: 20200403 DATE AS OF CHANGE: 20200403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOEL DAVID E. CENTRAL INDEX KEY: 0001548144 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39263 FILM NUMBER: 20775122 MAIL ADDRESS: STREET 1: C/O MATRIX CAPITAL MANAGEMENT CO., LP STREET 2: 1000 WINTER STREET, SUITE 4500 CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Matrix Capital Management Company, LP CENTRAL INDEX KEY: 0001410830 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39263 FILM NUMBER: 20775123 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: C/O MATRIX CAPITAL MANAGEMENT CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-522-4948 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: C/O MATRIX CAPITAL MANAGEMENT CITY: WALTHAM STATE: MA ZIP: 02451 FORMER NAME: FORMER CONFORMED NAME: Matrix Capital Management Company, LLC DATE OF NAME CHANGE: 20070827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zentalis Pharmaceuticals, LLC CENTRAL INDEX KEY: 0001725160 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 530 SEVENTH AVENUE, SUITE 2201 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (212) 433-3791 MAIL ADDRESS: STREET 1: 530 SEVENTH AVENUE, SUITE 2201 CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Zeno Pharma, LLC DATE OF NAME CHANGE: 20171212 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-04-03 0 0001725160 Zentalis Pharmaceuticals, LLC ZNTL 0001548144 GOEL DAVID E. C/O MATRIX CAPITAL MANAGEMENT COMPANY, L 1000 WINTER STREET, SUITE 4500 WALTHAM MA 02451 1 0 1 0 0001410830 Matrix Capital Management Company, LP 1000 WINTER STREET, SUITE 4500 WALTHAM MA 02451 1 0 1 1 See Remarks Common Stock 3821739 I See Footnotes Represents shares of common stock held by Matrix Capital Management Master Fund, LP (the "Matrix Fund"). Matrix Capital Management Company, LP (the "Investment Manager"), a Delaware limited partnership, is the investment advisor to the Matrix Fund. Mr. David E. Goel ("Mr. Goel", and together with the Investment Manager, the "Reporting Persons") serves as the Managing General Partner of the Investment Manager. The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. Exhibit 24 - Power of Attorney. The Investment Manager may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. Goel currently serves on the board of directors of the Issuer. /s/ Melissa B. Epperly, Attorney-in-Fact for David E. Goel 2020-04-03 Matrix Capital Management Company, LP, By: /s/ Melissa B. Epperly, Attorney-in-Fact for David E. Goel, its Managing General Partner 2020-04-03 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

    With respect to holdings of and transactions in securities issued by
Zentalis Pharmaceuticals, Inc. (the "Company"), the undersigned hereby
constitutes and appoints Melissa B. Epperly and Kimberley Overs, or any of them
signing singly, with full power of substitution and resubstitution, to act as
the undersigned's true and lawful attorney-in-fact to:

    1.  execute for and on behalf of the undersigned, Schedules 13D and 13G in
        accordance with Section 13 of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), and the rules thereunder, and Forms 3, 4,
        and 5 in accordance with Section 16 of the Exchange Act and the rules
        thereunder;

    2.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Schedule 13D or 13G or Form 3, 4, or 5, complete and execute any
        amendment or amendments thereto, and timely file such schedule or form
        with the SEC and any stock exchange or similar authority; and

    3.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 13 and Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedule 13D and 13G and Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of March, 2020.


                                            /s/ David E. Goel
                                            ----------------------
                                            David E. Goel