SEC Form 4 · accession 0000899243-17-002781
Sorrento Therapeutics, Inc. · SRNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
George K Ng
Officer — See Remarks
Period of report
Feb 3, 2017
Accepted (ET)
Feb 3, 2017 · 7:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000850261
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3 | Feb 3, 2017 | S | 40,000 | $5.15 | D | 49,338 | D | |
| Common StockF4 | holding | — | — | — | 3,448 | I | Through Peng Ventures, LLC | |
| Common StockF4,F5 | holding | — | — | — | 11,453 | I | By Ng Cha Family Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person's sale of 40,000 shares of common stock of the Issuer reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, to the extent of 40,000 shares, with the Reporting Person's receipt of 89,338 shares of common stock of the Issuer in exchange for 1,800,000 shares of common stock of Scilex Pharmaceuticals Inc. ("Scilex") on November 8, 2016 pursuant to a stock purchase agreement by and among the Issuer, 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"). The Stock Purchase Agreement placed a value on the Issuer's common stock of $6.33 per share.
- F2(Continued from Footnote 1) These transactions did not result in short-swing profits, as the price per share of the shares received by the Reporting Person pursuant to the Stock Purchase Agreement exceeded the price per share of the shares sold. In the event these transactions were determined to have resulted in short-swing profits, the Reporting Person has agreed to pay to the Issuer the full amount of any profit realized in connection with the transaction, less transaction costs.
- F3The total number of shares reported as directly beneficially owned by the Reporting Person has been reduced by 888 shares due to prior over-reporting of such shares as being directly beneficially owned by the Reporting Person.
- F4The total number of shares reported as indirectly beneficially owned by the Reporting Person through Peng Ventures, LLC has been reduced by 11,453 shares as such shares should have been reported as indirectly beneficially owned by the Reporting Person's family trust.
- F5Shares are held in a family trust of which the Reporting Person is a co-trustee with his wife.
Remarks
Executive Vice President & Chief Legal Officer Exhibit 24 - Power of Attorney