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 *

Klompas Neil A		 2. Issuer Name and Ticker or Trading Symbol

Zymeworks Inc. [ ZYME ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & COO
(Last)          (First)          (Middle)

C/O ZYMEWORKS INC., 108 PATRIOT DRIVE, SUITE A		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2023
(Street)

MIDDLETOWN, DE 19709
(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 3/10/2023  M  2500 A$0.00 (1)17301 D  
Common Stock 3/10/2023  M  2708 A$0.00 (2)20009 D  
Common Stock 3/10/2023  S(3)  2977 D$7.8259 (4)17032 D  
Common Stock         700 I Held by spouse 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (5)3/10/2023  M     2500   (6) (6)Common Stock 2500 $0.00 0 D  
Restricted Stock Unit  (5)3/10/2023  M     2708   (7) (7)Common Stock 2708 $0.00 2709 D  
Explanation of Responses:
(1) Represents shares of common stock issued upon vesting of one third of the restricted stock units ("RSUs") granted on March 10, 2020.
(2) Represents shares of common stock issued upon vesting of one third of the RSUs granted on March 10, 2021.
(3) Represents shares of common stock sold to cover tax withholding obligations and other applicable fees in connection with the vesting of RSUs pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's applicable RSU grant agreement, and does not represent a discretionary sale by the Reporting Person. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.
(4) The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.815 to $7.86, inclusive. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
(5) Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
(6) The RSUs were granted on March 10, 2020 and vest in three equal annual instalments beginning on March 10, 2021.
(7) The RSUs were granted on March 10, 2021 and vest in three equal annual instalments beginning on March 10, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Klompas Neil A
C/O ZYMEWORKS INC.
108 PATRIOT DRIVE, SUITE A
MIDDLETOWN, DE 19709

President & COO
Signatures
/s/ Daniel Dex, Attorney-in-Fact3/14/2023
**Signature of Reporting PersonDate
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 4(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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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