SEC Form 3

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* Lackner Mark (Last) (First) (Middle) C/O ZENTALIS PHARMACEUTICALS, INC. 1359 BROADWAY, SUITE 801 (Street) NEW YORK NY 10018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/31/2023	3. Issuer Name and Ticker or Trading Symbol Zentalis Pharmaceuticals, Inc. [ ZNTL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific 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 Stock	16,313(1)	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)	(2)	11/01/2032	Common Stock	215,000	25.6	D
Stock Option (Right to Buy)	(3)	02/01/2033	Common Stock	23,687	23.65	D

Explanation of Responses:

1. Represents restricted stock units granted on February 1, 2023, each of which represent a contingent right to receive one share of common stock, and which vest in substantially equal annual installments on the first, second, third and fourth anniversaries of the vesting commencement date of February 1, 2023, subject to the Reporting Person's continued serviced with the Issuer.

2. The options were granted by the Issuer on November 1, 2022. The options vest over four years: 25% of the options vested on October 17, 2023 with the remaining 75% vesting in equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.

3. The options were granted by the Issuer on February 1, 2023. The options vest and become exercisable in 48 substantially equal monthly installments following the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrea Paul, attorney-in-fact for Mark Lackner	01/03/2024
	** 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 5 (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).
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