SEC Form 4 · accession 0001209191-16-132328
Sorrento Therapeutics, Inc. · SRNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 7, 2016
Accepted (ET)
Jul 11, 2016 · 6:11 pm EDT
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 StockF1,F2,F3 | Jul 28, 2015 | G | 720,174 | — | D | 0 | D | |
| Common StockF1,F4,F3,F5 | Jul 28, 2015 | G | 720,174 | — | A | 7,878,098 | I | Through The Chan Soon-Shiong Family Foundation |
| Common StockF6,F3,F5 | Jul 7, 2016 | S$0 | 7,878,098 | — | D | 0 | I | Through The Chan Soon-Shiong Family Foundation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF8,F3,F9,F7 | $5.80 | Jul 8, 2016 | J | 500,000 | D | Dec 22, 2014 | Dec 22, 2017 | Common Stock | 500,000 | 1,224,138 | I |
Explanation of responses
- F1These 720,174 shares of common stock of Sorrento Therapeutics, Inc. (the "Company") were donated by Dr. Patrick Soon-Shiong to The Chan Soon-Shiong Family Foundation (the "Foundation") on July 28, 2015. Prior Form 4 filings erroneously reported these shares as being held by Dr. Soon-Shiong.
- F2This number excludes shares of the Company sold by Dr. Soon-Shiong since July 28, 2015, which sales were reported on previous Form 4 filings.
- F3This filing constitutes an exit filing for all reporting persons as they are no longer subject to Section 16 under the Securities Exchange Act of 1934.
- F4This number excludes shares of the Company sold by the Foundation since July 28, 2015, which sales were reported on previous Form 4 filings.
- F5Dr. Soon-Shiong is the Chairman of The Chan Soon-Shiong Family Foundation.
- F6On July 7, 2016, pursuant to a privately negotiated transaction, (i) the Foundation sold 7,878,098 shares of common stock of the Company and (ii) Cambridge Equities, LP ("Cambridge Equities") surrendered to the Company and forfeited its right to acquire 500,000 shares of common stock of the Company under a warrant previously exercisable for 1,724,138 shares of common stock of the Company (the "Warrant"), in exchange for 5,618,326 shares of common stock, par value $0.0001 per share of NantKwest, Inc. owned by the Company and aggregate cash consideration of $15,639,071.95 (the "Transaction").
- F7The exercise price of the Warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like.
- F8As described in Footnote 5 above, as part of the Transaction, Cambridge Equities surrendered to the Company and forfeited its right to acquire 500,000 shares of common stock of the Company under the Warrant.
- F9Dr. Soon-Shiong is the sole member of MP 13 Ventures, LLC, which is the general partner of Cambridge Equities, LP.
Remarks
This Form 4 shall not be deemed to be an admission by any reporting person hereunder that it or he is the beneficial owner, for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), for purposes of Section 13 of the Exchange Act, or for any other purpose, of any of the securities reported herein. Without limiting the immediately preceding sentence, each reporting person hereunder expressly disclaims beneficial ownership, for purposes of Section 16 of the Exchange Act, of all securities reported herein, except to the extent of its or his pecuniary interest therein.