SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 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*
SUN ANTHONY Y
(Last) (First) (Middle)
C/O ZENTALIS PHARMACEUTICALS, INC.
530 SEVENTH AVENUE, SUITE 2201
(Street)
NEW YORK NY 10018
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zentalis Pharmaceuticals, Inc. [ ZNTL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021
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 Stock 11/22/2020 G V 213,600 D $0 1,804,005 D
Common Stock 11/22/2020 G V 213,600 A $0 213,600 I See Footnote(1)
Common Stock 01/04/2021 S(2) 5,418 D $50.4668(3) 1,798,587 D
Common Stock 01/04/2021 S(2) 3,951 D $51.4056(4) 1,794,636 D
Common Stock 01/04/2021 S(2) 10,612 D $52.4741(5) 1,784,024 D
Common Stock 01/04/2021 S(2) 6,813 D $53.0632(6) 1,777,211 D
Common Stock 974,302 I By Essex Group International, LLC
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
Explanation of Responses:
1. Represents shares nominally held by Hao Bao Zi Trust LLC on behalf of the Hao Bao Zi Trust (the "Trust"), the sole member of Hao Bao Zi Trust LLC. The Reporting Person's spouse is the investment adviser with sole power to make investment decisions regarding the securities held by the Trust. The Reporting Person disclaims beneficial ownership of the securities held by Hao Bao Zi Trust LLC except to the extent of his pecuniary interest therein, if any.
2. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2020.
3. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $49.82 to $50.805. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $50.83 to $51.81. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $51.84 to $52.82. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $52.85 to $53.74. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
By: /s/ Melissa B. Epperly, Attorney-in-Fact for Anthony Y. Sun 01/06/2021
** 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.
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