SEC Form 4 · accession 0001209191-16-132334
ImmunityBio, Inc. · IBRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick Soon-Shiong
Officer — Chairman and CEO · Director · 10% Owner
Chan Soon-Shiong Family Foundation
10% Owner
Period of report
Jul 7, 2016
Accepted (ET)
Jul 11, 2016 · 8:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001326110
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 7, 2016 | P$0 | 5,618,326 | — | A | 5,618,326 | I | See footnote |
| Common StockF3 | holding | — | — | — | 41,016,557 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 600,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Chan Soon-Shiong Family Foundation (the "Foundation") entered into to a letter agreement (the "Letter Agreement") with Sorrento Therapeutics, Inc. ("Sorrento"), pursuant to which (a) Sorrento agreed to sell to the Foundation, and the Foundation agreed to purchase from Sorrento, 5,618,326 shares of Common Stock of NantKwest, Inc., (b) the Foundation agreed to sell to Sorrento, and Sorrento agreed to purchase from the Foundation, 7,878,098 shares of Sorrento common stock, and (c) Sorrento agreed to pay to Foundation an aggregate of $15,639,071.95.
- F2Shares held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the "Foundation"). The Foundation has the sole power to vote and direct the disposition of all shares directly owned by the Foundation, except to the extent it may be deemed to share such power with the reporting person by virtue of the reporting person's control over the Foundation. The reporting person serves as Chairman of the Foundation.
- F3Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge Equities.
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of NantKwest, Inc. common stock. Subject to the reporting person's continuing to be a Service Provider (as defined in the 2015 Equity Incentive Plan) through each applicable vesting date, the RSUs will vest as follows: 50% of the RSUs vested on the July 27, 2015, and 50% of the RSUs will vest on July 27, 2016.