Form 3 Zymeworks Inc. For: May 16 Filed by: Josephson Neil

May 25, 2021 9:01 PM EDT

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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 *
Josephson Neil

(Last) (First) (Middle)
C/O ZYMEWORKS INC.
1385 WEST 8TH AVENUE, SUITE 540

(Street)
VANCOUVER A1 V6H 3V9

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2021
3. Issuer Name and Ticker or Trading Symbol
Zymeworks Inc. [ ZYME ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim Chief Medical 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 Shares 1,593
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 05/05/2029 Common Shares 80,000 19.11 D  
Stock Option (Right to Buy)   (2) 03/09/2030 Common Shares 13,125 35.2 D  
Stock Option (Right to Buy)   (3) 03/09/2031 Common Shares 30,000 34.82 D  
Stock Option (Right to Buy)   (4) 05/05/2031 Common Shares 15,000 29.49 D  
Restricted Stock Unit   (5)   (5) Common Shares 1,459 (6) D  
Restricted Stock Unit   (7)   (7) Common Shares 5,000 (6) D  
Explanation of Responses:
1. Stock options vest as follows: (i) 25% on May 6, 2020 (the first anniversary of grant date) and (ii) remainder in 36 equal monthly installments on last day of each month following first anniversary of grant date.
2. Stock options vest as follows: (i) 25% on March 10, 2021 (the first anniversary of grant date) and (ii) remainder in 36 equal monthly installments on last day of each month following first anniversary of grant date.
3. Stock options vest as follows: (i) 25% on March 10, 2022 (the first anniversary of grant date) and (ii) remainder in 36 equal monthly installments on last day of each month following first anniversary of grant date.
4. Stock options vest as follows: (i) 25% on May 6, 2022 (the first anniversary of grant date) and (ii) remainder in 36 equal monthly installments on last day of each month following first anniversary of grant date.
5. The restricted stock units vest in two equal annual installments beginning on March 10, 2022.
6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
7. The restricted stock units vest in three equal annual installments beginning on March 10, 2022.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Daniel Dex, Attorney-in-Fact 05/25/2021
** 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.
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.
                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes,
designates and appoints Daniel Dex and Catherine Graham as such person's true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution and full power to act alone and without the other, for the
undersigned and in the undersigned's name, place and stead, in any and all
capacities, to:

     (a)  prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a
Form ID (or any successor form), including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) or any rule or regulation of the SEC promulgated thereunder;

     (b)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Zymeworks Inc. (the "Company"), Forms
3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder (or any successor forms);

     (c)  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 Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and

     (d)  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 or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's 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 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file 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, except that in respect of any person herein
appointed as an attorney-in-fact of the undersigned, this Power of Attorney
shall be revoked and shall cease to be effective immediately with respect to
such person at such time as such person shall no longer be employed by any of
the Company and its subsidiaries.

                            [Signature Page Follows]


     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
21st day of May, 2021.


/s/ Neil Josephson
-----------------------
Name: Neil Josephson


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