0000929638-19-000531.txt : 20190510 0000929638-19-000531.hdr.sgml : 20190510 20190510115523 ACCESSION NUMBER: 0000929638-19-000531 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190510 DATE AS OF CHANGE: 20190510 GROUP MEMBERS: SEGANTII ASIA-PACIFIC EQUITY MULTI-STRATEGY FUND GROUP MEMBERS: SEGANTII CAPITAL MANAGEMENT (CAYMAN) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zai Lab Ltd CENTRAL INDEX KEY: 0001704292 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90351 FILM NUMBER: 19813618 BUSINESS ADDRESS: STREET 1: 4560 JINKE ROAD STREET 2: BLDG. 1, 4F, PUDONG CITY: SHANGHAI STATE: F4 ZIP: 201210 BUSINESS PHONE: 862161632588 MAIL ADDRESS: STREET 1: 4560 JINKE ROAD STREET 2: BLDG. 1, 4F, PUDONG CITY: SHANGHAI STATE: F4 ZIP: 201210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Segantii Capital Management Ltd CENTRAL INDEX KEY: 0001544676 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 21F, 100QRC, 100 QUEENS ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 BUSINESS PHONE: 852 3926 8338 MAIL ADDRESS: STREET 1: 21F, 100QRC, 100 QUEENS ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 000000 SC 13G 1 sch13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 
Zai Lab Limited
 
(Name of Issuer)
American depositary shares, each representing one ordinary share, par value $0.00006 per share
 
(Title of Class of Securities)
98887Q104
 
(CUSIP Number)
May 3, 2019
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐            Rule 13d-1(b)
☒          Rule 13d-1(c)
☐            Rule 13d-1(d)

*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).
 
 
 
 



1.
 
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
 
The Segantii Asia-Pacific Equity Multi-Strategy Fund
 
2.
 
check the appropriate box if a group                                                                                                                                              (a)    ☐
(b)    ☐
 
3.
 
sec use only
 
4.
 
citizenship or place of organization
 
 Cayman islands
 
number of shares beneficially owned by each reporting person with:
5.
 
sole voting power
 
0
6.
 
shared voting power
3,403,861
7.
 
sole dispositive power
0
8.
 
shared dispositive power
3,403,861
9.
 
aggregate amount beneficially owned by each reporting person
3,403,861
10.
 
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.
 
percent of class represented by amount in row (9)
5.1%
12.
 
type of reporting person (See Instructions)
CO



1.
 
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
 
Segantii Capital Management (Cayman) Limited
 
2.
 
check the appropriate box if a group                                                                                                                                              (a)    ☐
(b)    ☐
 
3.
 
sec use only
 
4.
 
citizenship or place of organization
 
 Cayman Islands
 
number of shares beneficially owned by each reporting person with:
5.
 
sole voting power
 
0
6.
 
shared voting power
3,403,861
7.
 
sole dispositive power
0
8.
 
shared dispositive power
3,403,861
9.
 
aggregate amount beneficially owned by each reporting person
3,403,861
10.
 
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.
 
percent of class represented by amount in row (9)
5.1%
12.
 
type of reporting person (See Instructions)
FI



1.
 
Names Of Reporting Person
I.R.S. Identification No. Of Above Person (Entities Only)
 
Segantii Capital Management Limited
 
2.
 
check the appropriate box if a group                                                                                                                                              (a)    ☐
(b)    ☐
 
3.
 
sec use only
 
4.
 
citizenship or place of organization
 
Hong Kong
 
number of shares beneficially owned by each reporting person with:
5.
 
sole voting power
 
0
6.
 
shared voting power
3,403,861
7.
 
sole dispositive power
0
8.
 
shared dispositive power
3,403,861
9.
 
aggregate amount beneficially owned by each reporting person
3,403,861
10.
 
check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11.
 
percent of class represented by amount in row (9)
5.1%
12.
 
type of reporting person (See Instructions)
IA


Item 1.
 
  
(a)   Name of Issuer:
 
Zai Lab Limited
 
(b)   Address of Issuer’s Principal
  
        Executive Offices:
4560 Jinke Road, Bldg. 1, Fourth Floor
 
Pudong, Shanghai, China 201210
   
Item 2.
 
  
(a)   Name of Person Filing:
 
This statement is filed by (i) The Segantii Asia-Pacific Equity Multi-Strategy Fund (the “Fund”), (ii) Segantii Capital Management (Cayman) Limited (the “Manager”) and (iii) Segantii Capital Management Limited (the “Investment Advisor”). The foregoing are collectively referred to herein as the “Reporting Persons.”
 
 
The Fund holds securities of the issuer. The Manager serves as the investment manager and the Investment Advisor serves as the investment advisor for the Fund. The Reporting Persons may be deemed to share voting and dispositive power with respect to 3,403,861 American depositary shares, each representing one ordinary share, par value $0.00006 per share.
 
(b)    Address of Principal Business Office:
The principal office of the Fund and the Manager is Campbell Corporate Services Limited, Floor 4, Willow House, Cricket Square, Grand Cayman KY1-1104, Cayman Islands.
   
 
The principal office of the Investment Advisor is 21/F, 100QRC, 100 Queen’s Road Central, Hong Kong.
   
(c)   Citizenship:
The Fund and the Manager are both incorporated in the Cayman Islands. The Investment Advisor is incorporated in Hong Kong.
   
(d)   Title of Class of Securities:
American depositary shares, each representing one ordinary share, par
 
value $0.00006 per share

(e)   CUSIP Number:   

98887Q104

                                                                  
 

 


 
Item 3.
If this statement is filed pursuant to §§240.13d-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 (15 U.S.C. 78o).
 
(b)    [ ]      Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)    [ ]      Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)   [ ]      Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
(e)    [ ]      An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)    [ ]      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)    [ ]      A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
 
(h)  [ ]       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)  [ ]    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15U.S.C. 80a-3);
 
(j)    [ ]      A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k) [ ]     Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
 

 

Item 4.                          Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
Amount beneficially owned:

Fund:
3,403,861
Manager:
3,403,861
Investment Advisor:
3,403,861

 
Percent of class:                                                                                                     5.1%
 
Calculation of percentage of beneficial ownership is based on 66,199,041 shares of the Issuer’s ordinary shares outstanding as of May 2, 2019, as reported in the Issuer’s Prospectus Supplement on Form 424B2 filed on May 6, 2019.
 
Number of shares as to which the person has:
 
(i)            Sole power to vote or to direct the vote:
 
0 for both Reporting Persons

(ii)            Shared power to vote or to direct the vote:

 
Fund:
3,403,861
 
Manager:
3,403,861
 
Investment Advisor:
3,403,861

(iii)            Sole power to dispose or to direct the disposition of:

0 for all Reporting Persons

(iv)            Shared power to dispose or to direct the disposition of:

 
Fund:
3,403,861
 
Manager:
3,403,861
 
Investment Advisor:
3,403,861
 
Item 5.                          Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
 
Items 6 – 9.                          Not Applicable.
 


 
Item 10.                          Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under Section 230.14a-11.
 
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: May 9, 2019
 
The Segantii Asia-Pacific Equity Multi-Strategy Fund

By:   /s/ Niral Harish Maru                                                        

Name: NIRAL HARISH MARU

Title: Authorized Signatory


Segantii Capital Management (Cayman) Limited

By: /s/  Niral Harish Maru                                                                            
Name: NIRAL HARISH MARU

Title: Head of Legal and Compliance


Segantii Capital Management Limited

By:   /s/ Niral Harish Maru                                                              

Name: NIRAL HARISH MARU

Title: Head of Legal and Compliance

 


 EX-99.1 2 exhibit99.htm
 Exhibit 99.1

 
JOINT FILING AGREEMENT
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: May 9, 2019
 
The Segantii Asia-Pacific Equity Multi-Strategy Fund

By: /s/  Niral Harish Maru                                                        

Name: NIRAL HARISH MARU

Title: Authorized Signatory


Segantii Capital Management (Cayman) Limited

By:   /s/ Niral Harish Maru                                                              

Name: NIRAL HARISH MARU

Title: Head of Legal and Compliance


Segantii Capital Management Limited


By: /s/  Niral Harish Maru                                                              

Name: NIRAL HARISH MARU

Title: Head of Legal and Compliance