SEC Form 4 · accession 0001553350-16-001824
Astrana Health, Inc. · ASTH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas S. Lam
Director
Period of report
Mar 30, 2016
Accepted (ET)
Apr 1, 2016 · 11:38 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001083446
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F3,F2 | — | Mar 30, 2016 | P | 555,555 | A | Mar 30, 2016 | — | Common Stock | 555,555 | 555,555 | I |
| Warrants to purchase Common StockF1,F3 | $10.00 | Mar 30, 2016 | P | 555,555 | A | Mar 30, 2016 | Mar 30, 2021 | Common Stock | 555,555 | 1,666,666 | I |
Explanation of responses
- F1Reporting Party purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of Common Stock, and (b) one (1) warrant to purchase one (1) share of Common Stock at an exercise price of $10.00 per share.
- F2The Series B Preferred Stock is convertible into Common Stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock is convertible into Common Stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.
- F3These shares are owned directly by Network Medical Management, Inc., of which Reporting Person is a director, officer and shareholder. Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.