01/08/2026 | Press release | Distributed by Public on 01/08/2026 15:56
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FORM 3
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WALTERS GROUP 8975 S. PECOS ROAD, UNIT 6A HENDERSON, NV 89074 |
X | |||
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WALTERS WILLIAM THURMAN 8975 S. PECOS ROAD, UNIT 6A HENDERSON, NV 89074 |
X | |||
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WALTERS SUSAN BERKLEY 8975 S. PECOS ROAD, UNIT 6A HENDERSON, NV 89074 |
X | |||
| /s/ The Walters Group, By: /s/ Susan B. Walters, Name: Susan B. Walters, Title: General Partner | 01/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ William T. Walters | 01/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Susan B. Walters | 01/08/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares of common stock reported herein (the "Shares") are held directly by The Walters Group (the "TWG"). William T. Walters may be deemed to share voting and dispositive power with respect to the Shares. Susan B. Walters is the general partner and majority member of TWG and may be deemed to share voting and dispositive power with respect to the Shares. Each Reporting Person disclaims Section 16 beneficial ownership of the Shares reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of any of the reported Shares for purposes of Section 16 or any other purpose. |
| (2) | On December 15, 2025, Zentalis Pharmaceuticals, Inc. (the "Issuer") entered into a Stock Purchase Agreement (the "Agreement") with Matrix Capital Master Fund, LP ("Matrix"). Pursuant to the Agreement, the Issuer agreed to repurchase 7,500,000 shares of the Issuer's common stock from Matrix (the "Repurchase"). The Repurchase closed on December 15, 2025 and is further described in the Form 8-K filed by the Issuer with the U.S. Securities and Exchange Commission on December 15, 2025. As a result of the Repurchase, the Reporting Persons are deemed to be 10% holders. This status is not the result of any acquisition of securities by the Reporting Persons. |