Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

NANTKWEST, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

63016Q 102

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 63016Q 102		Page 2 of 5 Pages


1	N AMES OF R EPORTING P ERSONS Sorrento Therapeutics, Inc.
2	C HECK THE A PPROPRIATE B OX IF A M EMBER OF A G ROUP (S EE I NSTRUCTIONS ) (A) ☐ (B) ☐
3	SEC U SE O NLY
4	C ITIZENSHIP OR P LACE OF O RGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	S OLE V OTING P OWER 0
		6	S HARED V OTING P OWER 0
		7	S OLE D ISPOSITIVE P OWER 0
		8	S HARED D ISPOSITIVE P OWER 0
9	A GGREGATE A MOUNT B ENEFICIALLY O WNED BY E ACH R EPORTING P ERSON 0
10	C HECK IF THE A GGREGATE A MOUNT IN R OW (9) E XCLUDES C ERTAIN S HARES (S EE I NSTRUCTIONS )
11	P ERCENT OF C LASS R EPRESENTED BY A MOUNT IN R OW (9) 0%
12	T YPE OF R EPORTING P ERSON (S EE I NSTRUCTIONS ) CO


		Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer

NantKwest, Inc.

(b)

Address of Issuer’s Principal Executive Offices

3530 John Hopkins Court

San Diego, California 92121

Item 2.

(a)

Name of Person Filing

Sorrento Therapeutics, Inc. (the “Reporting Person”)

(b)

Address of Principal Business office or, if None, Residence

9380 Judicial Drive

San Diego, CA 92121

(c)

Citizenship

The Reporting Person is a corporation organized under the laws of the State of Delaware.

(d)

Title of Class of Securities

Common Stock, $0.0001 par value

(e)

CUSIP Number

63016Q 102

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);


		Page 4 of 5 Pages


(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

N/A


		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2017