FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * SUN ANTHONY Y 2. Issuer Name and Ticker or Trading Symbol Zentalis Pharmaceuticals, Inc. [ ZNTL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)         (First)         (Middle)
C/O ZENTALIS PHARMACEUTICALS, INC., 530 SEVENTH AVENUE, SUITE 2201
3. Date of Earliest Transaction (MM/DD/YYYY)
5/3/2021
(Street)
NEW YORK, NY 10018
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  4/21/2021    G   V 228650  D $0  1474161  D   
Common Stock  4/21/2021    G   V 228650  A $0  228650  I  By Spouse 
Common Stock  5/3/2021    S(1)    2589  D $57.0427 (2) 1471572  D   
Common Stock  5/3/2021    S(1)    5182  D $58.0291 (3) 1466390  D   
Common Stock  5/3/2021    S(1)    2200  D $59.3658 (4) 1464190  D   
Common Stock  5/3/2021    S(1)    16823  D $60.0672 (5) 1447367  D   
Common Stock                 974302  I  By Essex Group International, LLC 
Common Stock                 213600  I  See Footnote (6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 22, 2020.
(2)  The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $56.54 to $57.53. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3)  The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $57.54 to $58.51. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)  The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $58.70 to $59.68. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)  The price reported is a weighted average price. The shares were sold in multiple transactions at per share prices ranging from $59.71 to $60.45. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any stockholder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)  Represents shares nominally held by Hao Bao Zi Trust LLC on behalf of the Hao Bao Zi Trust (the "Trust"), the sole member of Hao Bao Zi Trust LLC. The Reporting Person's spouse is the investment adviser with sole power to make investment decisions regarding the securities held by the Trust. The Reporting Person disclaims beneficial ownership of the securities held by Hao Bao Zi Trust LLC except to the extent of his pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SUN ANTHONY Y
C/O ZENTALIS PHARMACEUTICALS, INC.
530 SEVENTH AVENUE, SUITE 2201
NEW YORK, NY 10018
X
President & CEO

Signatures
By: /s/ Melissa B. Epperly, Attorney-in-Fact for Anthony Y. Sun 5/5/2021
**Signature of Reporting Person Date
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