SEC Form 4 · accession 0000899243-16-033101

Sorrento Therapeutics, Inc. · SRNE

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to a stock purchase agreement by and among the Issuer, Scilex Pharmaceuticals Inc. ("Scilex"), the stockholders of Scilex party thereto (the "Scilex Stockholders") and SPI Shareholders Representative, LLC, as representative of the Scilex Stockholders (the "Stock Purchase Agreement"), an entity of which the Reporting Person and his spouse are the sole members and managing directors (the "Entity") sold 1,368,681 shares of common stock of Scilex to the Issuer in exchange for 67,931 shares of common stock of the Issuer. The Stock Purchase Agreement, which was entered into on November 8, 2016, placed a value on the Issuer's common stock of $6.33 per share.
• F2(Continued from Footnote 1) Of the 67,931 shares issued to the Entity pursuant to the Stock Purchase Agreement, 13,586 are currently being held in escrow and are subject to forfeiture until May 8, 2017 to satisfy claims arising as a result of Scilex's or the Entity's breach of their representations, warranties or covenants contained in the Stock Purchase Agreement.
• F3Shares are held by an entity of which the Reporting Person and his spouse are the sole members and managing directors.
• F4Shares are held in family trust, of which the Reporting Person is a co-trustee with his wife.