SEC Form 4/A · accession 0001553350-17-001403

Astrana Health, Inc. · ASTH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Thomas S. Lam

Officer — Co-Chief Executive Officer · Director

Period of report

Dec 8, 2017

Accepted (ET)

Dec 18, 2017 · 7:37 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001083446

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 8, 2017	J	1,664,054	—	A	1,664,054	I	By Allied Physicians of California, A Professional Medical Corporation ("Allied")

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants to purchase Common Stock^F1,F3	$9.00	Dec 8, 2017	J	68,317	A	Oct 14, 2015	Oct 14, 2020	Common Stock	68,317	68,317	I
Warrants to purchase Common Stock^F1,F3	$10.00	Dec 8, 2017	J	34,159	A	Mar 30, 2016	Mar 30, 2021	Common Stock	34,159	34,159	I
Warrants to purchase Common Stock^F1,F2	$10.00	Dec 8, 2017	J	55,337	A	Dec 8, 2017	Dec 8, 2022	Common Stock	55,337	55,337	I
Warrants to purchase Common Stock^F1,F2	$11.00	Dec 8, 2017	J	52,263	A	Dec 8, 2017	Dec 8, 2022	Common Stock	52,263	52,263	I

Explanation of responses

F1These shares and warrants are owned directly by Allied Physicians of California, A Professional Medical Corporation ("Allied"), 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.
F2On December 8, 2017, a reverse merger transaction between the Issuer and Network Medical Management, Inc. ("NMM") was consummated such that NMM became a wholly-owned subsidiary of the Issuer (the "Merger"). Immediately prior to the closing of the Merger (the "Closing"), Allied was a shareholder of NMM. Pursuant to the Merger, the shares of NMM common stock previously held by Allied were converted into (i) 1,664,054 shares of common stock of the Issuer, (ii) a warrant to purchase 52,262.84 shares of common stock of the Issuer at an exercise price of $11.00 per share, (iii) a warrant to purchase 55,337.13 shares of common stock of the Issuer at an exercise price of $10.00 per share, (iv) cash in lieu of fractional shares, and (v) Allied's pro rata portion, if any, of the holdback shares of common stock of the Issuer (such pro rata portion of the holdback shares would, without offset, initially be equal to 184,894.80 shares of common stock of the Issuer).
F3Immediately prior to the Closing, NMM made an in-kind distribution on a pro rata basis to its shareholders (including Allied) of the following warrants, which warrants were previously held by NMM: (i) 1,111,111 Series A warrants (of which Allied will receive 68,317.43 Series A warrants) to purchase common stock of the Issuer, exercisable at any time prior to October 14, 2020 at an exercise price of $9.00 per share, and (ii) 555,555 Series B warrants (of which Allied will receive 34,158.69 Series B warrants) to purchase common stock of the Issuer, exercisable at any time prior to March 30, 2021 at an exercise price of $10.00 per share.