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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Zentalis Pharmaceuticals, LLC
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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98943L107
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(CUSIP Number)
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December 31, 2022
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule
13d-1(d)
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Hong Kong
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,231,427 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,231,427 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,231,427 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
FI
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1
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Names of Reporting Persons.
TYBOURNE CAPITAL MANAGEMENT LIMITED
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,231,427 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,231,427 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,231,427 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
TYBOURNE KESARI LIMITED
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,231,427 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,231,427 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,231,427 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
HC
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1
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Names of Reporting Persons.
VISWANATHAN KRISHNAN
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United Kingdom
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
2,231,427 shares
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
2,231,427 shares
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,231,427 shares
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
3.9%
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12
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Type of Reporting Person (See Instructions)
IN, HC
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AMENDMENT NO. 2 TO SCHEDULE 13G
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Item 1
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(a)
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Name of Issuer
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Zentalis Pharmaceuticals, Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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1359 Broadway, Suite 1710, New York, New York 10018
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Item 2
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(a)
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Name of Person Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Tybourne Capital Management (HK) Limited (“Tybourne HK”);
ii) Tybourne Capital Management Limited (“Tybourne Cayman”);
iii) Tybourne Kesari Limited (“Tybourne Kesari”); and
iv) Viswanathan Krishnan (“Mr. Krishnan”)
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This statement relates to securities held for the accounts of private investment funds for which Tybourne HK serves as the investment advisor. Tybourne Cayman serves
as the manager to Tybourne Master Fund and the parent of Tybourne HK. Tybourne Kesari is the parent of Tybourne Cayman. Mr. Krishnan is the principal and sole shareholder of Tybourne Kesari. In such capacities, Tybourne HK, Tybourne Cayman,
Tybourne Kesari and Mr. Krishnan may be deemed to have voting and dispositive power over securities held for the private investment funds. Each of the Reporting Persons disclaims beneficial ownership of such securities, except to the extent of its
or his pecuniary interest therein.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the principal business office of each Tybourne HK and Mr. Krishnan is 30/F, AIA Central, 1 Connaught Road Central, Hong Kong. The address of the registered office
of each Tybourne Cayman and Tybourne Kesari is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
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(c)
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Citizenship
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i) Tybourne HK is a company incorporated in Hong Kong with limited liability;
ii) Tybourne Cayman is a company incorporated in the Cayman Islands with limited liability;
iii) Tybourne Kesari is organized in the Cayman Islands; and
iv) Mr. Krishnan is a citizen of the United Kingdom.
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(d)
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Title of Class of Securities
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Common Stock (“the Shares”)
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(e)
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CUSIP Number
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98943L107
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[X]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[X]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4
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Ownership
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Item 4(a)
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Amount Beneficially Owned
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Each of the Reporting Persons may be deemed the beneficial owner of 2,231,427 Shares. All Shares are held for the account of private investment funds for which Tybourne HK serves as the investment
advisor.
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Item 4(b)
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Percent of Class
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Each of the Reporting Persons may be deemed the beneficial owner of approximately 3.9% of the Shares outstanding. The percentage calculation is based on a statement in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022, that there were 57,069,491 Shares outstanding as of November 7, 2022.
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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(i)
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sole power to vote or to direct the vote
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0 Shares
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(ii)
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shared power to vote or to direct the vote
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2,231,427 Shares
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(iii)
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sole power to dispose or to direct the disposition of
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0 Shares
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(iv)
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shared power to dispose or to direct the disposition of
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2,231,427 Shares
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ X ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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This Item 6 is not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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See disclosure in Item 2 hereof.
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Item 8
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Identification and Classification of Members of the Group
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This Item 8 is not applicable.
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Item 9
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Notice of Dissolution of Group
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This Item 9 is not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement, executed by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting
Persons on May 29, 2020.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: 14 February 2023
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TYBOURNE CAPITAL MANAGEMENT (HK) LIMITED
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By: /s/ Catherine Cheung
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Catherine Cheung, Chief Operating Officer
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TYBOURNE CAPITAL MANAGEMENT LIMITED
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By: Tybourne Kesari Limited,
its Parent
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By: /s/ Viswanathan Krishnan
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Viswanathan Krishnan, Principal
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TYBOURNE KESARI LIMITED
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By: /s/ Viswanathan Krishnan
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Viswanathan Krishnan, Principal
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VISWANATHAN KRISHNAN
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By: /s/ Viswanathan Krishnan
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Viswanathan Krishnan, Individually
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