SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Vultaggio Vincent

(Last)

(First)

(Middle)

C/O ZENTALIS PHARMACEUTICALS, INC.

1359 BROADWAY, SUITE 801

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2024

3. Issuer Name and Ticker or Trading Symbol
Zentalis Pharmaceuticals, Inc. [ ZNTL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,458	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	04/01/2030	Common Stock	12,500	$18	D
Stock Option (Right to Buy)	⁽²⁾	02/25/2031	Common Stock	10,000	$42.04	D
Stock Option (Right to Buy)	⁽³⁾	02/09/2032	Common Stock	6,875	$52.61	D
Stock Option (Right to Buy)	⁽⁴⁾	02/17/2032	Common Stock	2,750	$47.66	D
Stock Option (Right to Buy)	⁽⁵⁾	01/31/2033	Common Stock	17,500	$23.65	D
Stock Option (Right to Buy)	⁽⁶⁾	01/31/2034	Common Stock	25,000	$11.69	D

Explanation of Responses:

1. The options were granted by the Issuer on April 2, 2020. The options vested over four years: 25% of the options vested on April 2, 2021 and the remaining 75% vested in equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.

2. The options were granted by the Issuer on February 26, 2021. The options vest and become exercisable in 48 substantially equal monthly installments following a vesting commencement date of February 11, 2021, subject to the Reporting Person's continued service with the Issuer.

3. The options were granted by the Issuer on February 10, 2022. The options vest and become exercisable in 48 substantially equal monthly installments following the grant date, subject to the Reporting Person's continued service with the Issuer.

4. The options were granted by the Issuer on February 18, 2022. The options vest and become exercisable in 48 substantially equal monthly installments following a vesting commencement date of February 10, 2022, subject to the Reporting Person's continued service with the Issuer.

5. The options were granted by the Issuer on February 1, 2023. The options vest over four years: 25% of the options vested on February 1, 2024, with the remaining 75% vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.

6. The options were granted by the Issuer on February 1, 2024. The options vest and become exercisable in 48 substantially equal monthly installments following the grant date, subject to the Reporting Person's continued service with the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrea Paul, attorney-in-fact for Vincent Vultaggio	04/11/2024
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.