Statement of Changes in Beneficial Ownership (4)
15 12월 2022 - 6:24AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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SOON-SHIONG PATRICK |
2. Issuer Name and Ticker or Trading Symbol
ImmunityBio, Inc.
[
IBRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See remarks |
(Last)
(First)
(Middle)
C/O IMMUNITYBIO, INC., 3530 JOHN HOPKINS COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/12/2022 |
(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 12/12/2022 | | C | | 9986920 | A | $5.67 | 9986920 | I | See footnote (1) |
Common Stock | | | | | | | | 29473932 | D | |
Common Stock | | | | | | | | 261705814 | I | See footnote (2) |
Common Stock | | | | | | | | 8383414 | I | See footnote (3) |
Common Stock | | | | | | | | 7976159 | I | See footnte (4) |
Common Stock | | | | | | | | 5618326 | I | See footnote (5) |
Common Stock | | | | | | | | 100000 | I | See footnote (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Second Amended and Restated Convertible Promissory Note (7) | $5.67 | 12/12/2022 | | C | | | $56625841.51 (8) | 8/31/2022 | 9/30/2025 | Common Stock | (7) | $0 | $0 | I | See footnote (9) |
Explanation of Responses: |
(1) | Shares held by NantWorks, LLC ("NantWorks"). California Capital Equity, LLC ("CalCap") directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks. |
(2) | Shares 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. |
(3) | Shares held by NantBio, Inc. ("NantBio"). NantWorks is the majority stockholder and may be deemed to have beneficial ownership of the shares held by NantBio. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the shares held by NantBio. |
(4) | Shares held by CalCap. The reporting person owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap. |
(5) | Shares 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. |
(6) | Shares held by Nant Capital, LLC, an investment vehicle of the reporting person. |
(7) | On August 31, 2022, the terms of the original fixed-rate promissory note were amended and restated to include a conversion feature that gave the lender the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under the note at the time of conversion into shares of the Issuer's common stock at a price of $5.67 per share. On December 12, 2022, the lender converted $56,625,841.51 in outstanding principal and accrued unpaid interest into 9,986,920 shares of the Issuer's common stock at a price of $5.67 per share. |
(8) | Represents the entire outstanding principal amount and accrued and unpaid interest due as of December 12, 2022. |
(9) | Second Amended and Restated Convertible Promissory Note held by NantWorks. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks. |
Remarks: Executive Chairman, Global Chief Scientific and Medical Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SOON-SHIONG PATRICK C/O IMMUNITYBIO, INC. 3530 JOHN HOPKINS COURT SAN DIEGO, CA 92121 | X | X | See remarks |
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Cambridge Equities, LP 9922 JEFFERSON BLVD. CULVER CITY, CA 90232 |
| X |
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MP 13 Ventures, LLC 9922 JEFFERSON BLVD. CULVER CITY, CA 90232 |
| X |
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CALIFORNIA CAPITAL EQUITY, LLC 9922 JEFFERSON BOULEVARD CULVER CITY, CA 90232 |
| X |
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Signatures
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/s/ Patrick Soon-Shiong,
/s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities, and
/s/ Charles Kenworthy, Manager of California Capital Equity, LLC | | 12/14/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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