Securities and Exchange Commission
Washington, D.C. 20549
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Zentalis Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x 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.
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).
Names of Reporting Persons
Anthony Y. Sun
|2||Check the Appropriate Box if a Member of a Group (a) ¨|
|3||SEC Use Only|
Citizenship or Place of Organization
|Number of Shares Beneficially
Owned by Each Reporting
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Percent of Class Represented by Amount in Row 9
Type of Reporting Person
ITEM 1. (a) Name of Issuer:
Zentalis Pharmaceuticals, Inc. (the “Issuer”).
i. Address of Issuer’s Principal Executive Offices:
1359 Broadway, Suite 1710
New York, New York 10018
ITEM 2. (a) Name of Person Filing:
This statement is filed on behalf of Anthony Y. Sun (the “Reporting Person”).
i. Address of Principal Business Office:
The business address of the Reporting Person is:
c/o McDermott Will & Emery LLP
One Vanderbilt Avenue,
New York, New York 10017.
The Reporting Person is a citizen of the United States.
iii. Title of Class of Securities:
Common stock, par value $0.001 per share (“Common Stock”).
iv. CUSIP Number:
ITEM 4. Ownership.
The ownership information below represents beneficial ownership of shares of Common Stock as of December 31, 2022, based upon 57,069,491 shares of Common Stock outstanding as of November 7, 2022, as reported on the Issuer’s Form 10-Q filed on November 9, 2022.
(a) Amount beneficially owned:
The Reporting Person is the beneficial holder of 227,867 shares of Common Stock. The Reporting Person may also be deemed to share beneficial ownership of (i) 32,040 shares of Common Stock directly held directly by Hao Bao Zi Trust LLC on behalf of the Hao Bao Zi Trust (the “HBZ Trust”), for which the Reporting Person’s spouse is the investment advisor with sole power to make investment decisions regarding the shares of Common Stock held by the Trust; (ii) 18,750 shares of Common Stock directly held directly by Hao Jiao Zi Trust LLC on behalf of the Hao Jiao Zi Trust (the “HJZ Trust”), for which the Reporting Person’s spouse is the investment advisor with sole power to make investment decisions regarding the shares of Common Stock held by the HJZ Trust; (iii) 50,790 shares of Common Stock beneficially held by two family trusts, for which the Reporting Person’s spouse is the investment advisor with sole power to make investment decisions regarding such shares of Common Stock; and (iv) 31,095 shares of Common Stock held directly by the Reporting Person’s spouse. The Reporting Person disclaims beneficial ownership of the Common Stock held directly by the HJZ Trust, the HBZ Trust, the two family trusts and the Reporting Person’s spouse.
(b) Percent of class: 0.6%
(c) Number of shares as to which the person has:
|a.||Sole power to vote or to direct the vote: 227,867|
|b.||Shared power to vote or direct the vote: 132,675|
|c.||Sole power to dispose or to direct the disposition of: 227,867|
|d.||Shared power to dispose or to direct the disposition of: 132,675|
ITEM 5. Ownership of Five Percent or Less of a Class.
This statement is being filed to report the fact that, as of the date of this report, the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities.
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
ITEM 8. Identification and Classification of Members of the Group.
ITEM 9. Notice of Dissolution of Group.
ITEM 10. Certification.
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: March 9, 2023|
|Anthony Y. Sun|
|/s/ Anthony Y. Sun|