SEC FORM 4 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*
Mahony Susan

(Last) (First) (Middle)
C/O ZYMEWORKS INC.
108 PATRIOT DRIVE, SUITE A

(Street)
MIDDLETOWN DE 19709

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zymeworks Inc. [ ZYME ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2022
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
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
Stock Option (Right to Buy) $8.75 12/21/2022 A 25,000 (1) 12/20/2032 Common Stock 25,000 $0.00 25,000 D
Explanation of Responses:
1. Stock options vest on date of next annual general meeting following grant date of December 21, 2022.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney On October 13, 2022, the Issuer (formerly Zymeworks Delaware Inc., a Delaware corporation) became the successor issuer of Zymeworks BC Inc. (formerly Zymeworks Inc., a corporation continued under the Business Corporations Act (British Columbia)) pursuant to Rule 12g-3 of the Securities Exchange Act of 1934, as amended. On such date the Issuer completed a series of transactions, including a redomicile, pursuant to a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), as a result of which common shares of Zymeworks BC Inc. were exchanged for either shares of common stock of the Issuer or exchangeable shares issued by Zymeworks ExchangeCo Ltd., an indirect subsidiary of the Issuer.
/s/ Daniel Dex, Attorney-in-Fact 12/23/2022
** 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.
                                                                   Exhibit 24

                                POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of Zymeworks Delaware
Inc. (the "Company"), hereby constitutes and appoints Daniel Dex and each of
the responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, the undersigned's true and lawful attorney-in-fact
to:

        1.  complete and execute Forms ID, 3,4 and 5 and other forms and all
            amendments thereto as such attorney-in-fact shall in his or her
            discretion determine to be required or advisable pursuant to
            Section 16 of the Securities Exchange Act of 1934 (as amended) and
            the rules and regulations promulgated thereunder, or any successor
            laws and regulations, as a consequence of the undersigned's
            ownership, acquisition or disposition of securities of the Company;
            and

        2.  do all acts necessary in order to file such forms with the
            Securities and Exchange Commission, any securities exchange or
            national association, the Company and such other person or agency
            as the attorney-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents shall do or cause to be done by virtue hereof. 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 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 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 Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of July 12, 2022.


                                   Signature: /s/ Susan Mahony
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