SEC Form SC 13D/A filed by Zymeworks Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Zymeworks Inc.

______________________________________________________________________________

(Name of Issuer)

Common Shares, no par value per share

______________________________________________________________________________

(Title of Class of Securities)

98985W102

______________________________________________________________________________

(CUSIP Number of Class of Securities)

Daniel Cookson

All Blue Falcons FZE

Office 2301

23^rd Floor API Trio Tower

Al Barsha 1

Dubai, United Arab Emirates

+971555241459

_____________________________________________________________________________________

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 26, 2022
______________________________________________________________________________

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

SCHEDULE 13D

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment”) is being filed by All Blue Falcons FZE, a company organized in the Ras Al Kaihamh Economic Zone of the Emirate of Ras Al Khaimah in the United Arab Emirates (“All Blue Falcons”), and Daniel Edward Llewellen Cookson (“Mr. Cookson”) (collectively, the “Reporting Persons”) to amend the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2022, as amended by Amendment No. 1 to Schedule 13D filed on April 28, 2022, and Amendment No. 2 to Schedule 13D filed on May 20, 2022 (as amended and supplemented, the “Original Statement” and, as amended and supplemented by this Amendment, the “Statement”), relating to the common shares, no par value (the “Shares”), of Zymeworks Inc., a corporation organized under the laws of the province of British Columbia under the Business Corporations Act (British Columbia) (the “Issuer”). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement.

Item 2(a)(i) and (ii) of the Original Statement is hereby amended and restated in its entirety as follows:

“(a)         This Schedule 13D is filed jointly by the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

Item 3 of the Original Statement is hereby amended and restated in its entirety as follows:

“The 3,709,498 Shares beneficially owned in the aggregate by the Reporting Persons and the call options to purchase 280,000 Shares referenced in Item 5 were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $45,461,822 to acquire the 3,709,498 Shares reported as beneficially owned by them in this Schedule 13D and the call options to purchase 280,000 Shares referenced in Item 5, which purchases were made out of working capital. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.”

Item 5(a) and (b) of the Original Statement is hereby amended and restated in its entirety as follows:

“(a) and (b)

All percentages of Shares outstanding contained herein are based on 57,771,204 Shares issued and outstanding as of May 2, 2022, as disclosed in the Quarterly Report on Form 10-Q filed by the Company with the SEC on May 4, 2022.

As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership of 3,989,498 Shares, representing 6.91% of the outstanding Shares. The 3,989,498 Shares equal the sum of (i) 3,709,498 Shares directly beneficially owned by All Blue Falcons as of the date hereof and (ii) 280,000 Shares underlying the call options referenced below in this Item 5. All Blue Falcons may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 3,989,498 Shares, while Mr. Cookson may be deemed to beneficially own all of the 3,989,498 Shares by virtue of his position as a control person of All Blue Falcons.

The call options referenced above are American-style call options to purchase an aggregate of 200,000 Shares at an exercise price of $15.00 per Share and an aggregate of 80,000 Shares at an exercise price of $5.00 per Share. All of these call options expire on December 16, 2022.”

Item 5(c) of the Original Statement is hereby amended and supplemented by adding the following information:

“(c) Schedule II hereto sets forth all transactions with respect to the Shares effected by the Reporting Persons since the Original Statement. All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.”

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.

Dated:    May 26, 2022

SCHEDULE II