Carrie Brownstein - 03 Oct 2022 Form 4 Insider Report for Zentalis Pharmaceuticals, Inc. (ZNTL)

Role: Chief Medical Officer
Signature: /s/ Andrea Paul, attorney-in-fact for Carrie Brownstein
Issuer symbol: ZNTL
Transactions as of: 03 Oct 2022
Net transactions value: $0
Form type: 4
Filing time: 03 Oct 2022, 18:37:53 UTC
Previous filing: 10 Jun 2022
Next filing: 01 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZNTL	Common Stock	Award	$0	+100,000		$0.000000	100,000	03 Oct 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZNTL	Stock Option (Right to Buy)	Award	$0	+300,000		$0.000000	300,000	03 Oct 2022	Common Stock	300,000	$22.21	Direct	F2
transaction	ZNTL	Stock Option (Right to Buy)	Award	$0	+100,000		$0.000000	100,000	03 Oct 2022	Common Stock	100,000	$22.21	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted by the Issuer under the Zentalis Pharmaceuticals, Inc. 2022 Employment Inducement Incentive Award Plan (the "2022 Inducement Plan") as an inducement material to the Reporting Person's entering into employment with the Issuer in accordance with Nasdaq Listing Rule 5635(c)(4). The RSUs will vest over four years: 25% of the RSUs will vest on each of the first, second, third and fourth anniversaries of the date of grant.
F2	The options were granted by the Issuer under the 2022 Inducement Plan as an inducement material to the Reporting Person's entering into employment with the Issuer in accordance with Nasdaq Listing Rule 5635(c)(4). The options will vest over four years: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.
F3	The options were granted by the Issuer under the 2022 Inducement Plan as an inducement material to the Reporting Person's entering into employment with the Issuer in accordance with Nasdaq Listing Rule 5635(c)(4). The options will vest as to 100% of the shares on the earlier of (a) FDA approval of a Zentalis product or (b) a Change in Control (as defined in the 2022 Inducement Plan).