ZYME Zymeworks Inc

AMENDMENT NO. 4 TO SCHEDULE 13D

This Amendment No. 4 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, Amendment No. 2 to Schedule 13D filed on May 20, 2022, and Amendment No. 3 to Schedule 13D filed on May 26, 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 Delaware corporation (the “Issuer”). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement.

As of the date of this Amendment No. 4, the Reporting Persons are no longer beneficial owners of more than 5% of the Issuer’s Shares. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

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

“The 2,786,936 Shares beneficially owned in the aggregate by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $34,155,346 to acquire the 2,786,936 Shares reported as beneficially owned by them in this Schedule 13D, 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 63,003,370 Shares issued and outstanding as of November 15, 2022, as disclosed in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on November 25, 2022.

As of the date hereof, each of the Reporting Persons may be deemed to have beneficial ownership of 2,786,936 Shares, representing 4.42% of the outstanding Shares. The 2,786,936 Shares are directly beneficially owned by All Blue Falcons as of the date hereof. 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 2,786,936 Shares, while Mr. Cookson may be deemed to beneficially own all of the 2,786,936 Shares by virtue of his position as a control person of All Blue Falcons.”

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 filing of Amendment No. 3 to the Schedule 13D. All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions.

The Reporting Person previously owned 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. These call options expired unexercised on December 16, 2022.”

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

“(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Shares on December 21, 2022. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.”

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: December 28, 2022

SCHEDULE II