(Amendment No. 3)*
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*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 disclosures provided in a prior cover page.
The information required on 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.
CUSIP No. 03763A207
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13D
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Page 2 of 6 pages
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1
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NAME OF REPORTING PERSONS
Kenneth T. Sim
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO – see item 4 below
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
1,960,856
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
1,960,856
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,960,856 (1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%(1)(2)(3)
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14
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TYPE OF REPORTING PERSON
IN
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(1)
Includes 195,300 shares of common stock subject to warrants that are exercisable within 60 days following the date of this
Amendment
(2)
Reporting Person disclaims beneficial ownership of the shares owned by Allied Physicians of California, a Professional Medical
Corporation except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Reporting
Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(3)
Calculated based on 52,804,187 shares of common stock, par value $0.01 per share of Apollo Medical Holdings, Inc., a Delaware
corporation outstanding as of February 5, 2020.
CUSIP No. 03763A207
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13D
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Page 3 of 6 pages
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This Amendment No. 3 (this “Amendment”) updates
certain information set forth in the Schedule 13D filed on behalf of Kenneth T. Sim, M.D. (the “Reporting Person”)
with the Securities and Exchange Commission (the “Commission”) on December 19, 2017, as amended on March 30, 2018 and
June 18, 2018 (as amended, the “Schedule 13D”).
As set forth below, the Reporting Person ceased to be the beneficial
owner of more than five percent of the shares. The filing of this Amendment No. 3 represents the final amendment to the Schedule
13D and constitutes an exit filing for the Reporting Person.
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ITEM 1.
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SECURITY AND ISSUER.
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The name of the issuer is Apollo Medical Holdings, Inc., a Delaware
corporation (“Issuer”), which has its principal executive offices at 1668 S. Garfield Ave., 2nd Floor, Alhambra,
CA 91801. This statement relates to the Issuer’s class of common stock, $.001 par value per share (“Common Stock”).
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ITEM 2.
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IDENTITY AND BACKGROUND.
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(a) Kenneth T. Sim.
(b) The Reporting Person’s
business address is 1668 S. Garfield Ave., 2nd Floor, Alhambra, CA 91801.
(c) The Reporting Person’s
present principal occupation is Executive Chairman, Co-Chief Executive Officer and Director of the Issuer.
(d) During the last
five years, the Reporting Person has not been convicted in a criminal proceeding.
(e) During the last
five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person
is a United States citizen.
CUSIP No. 03763A207
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13D
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Page 4 of 6 pages
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ITEM 3
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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See Item 4 below.
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ITEM 4.
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PURPOSE OF TRANSACTION.
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On May 10, 2019, the Issuer entered into a series of agreements
(collectively, the “Transaction Agreements,” and the transactions contemplated by such Transaction Agreements, the
“Transactions”) with two of its affiliates, AP-AMH Medical Corporation, a California professional medical corporation
(“AP-AMH”), and Allied Physicians of California, A Professional Medical Corporation (“APC”). The Transaction
and each of the Transaction Agreements are fully described in the Form 8-K filed by the Issuer on September 12, 2019.
On September 11, 2019 (the “Effective Time”), with
respect to the Transactions, APC purchased 15,015,015 shares of the Issuer’s Common Stock (such purchased shares, the “Transaction
Shares”) at a price per share of $19.98 pursuant to a Common Stock Purchase Agreement dated May 10, 2019, as amended by a
First Amendment To Stock Purchase Agreement dated August 26, 2019 (as amended, the “Common Stock Purchase Agreement”).
The Common Stock Purchase Agreement contains, among other terms and conditions, customary representations and warranties by the
Issuer for transactions of this nature, covenants regarding the operation of the Issuer between signing of the Common Stock Purchase
Agreement and the closing of the purchase, certain conditions to closing, broad mutual indemnification provisions and other miscellaneous
provisions. Under the Common Stock Purchase Agreement, and as more fully described in the Form 8-K filed by the Issuer on September
12, 2019. APC and its officers and directors who are also officers or directors of the Issuer (i.e., the holders of Related Party
Votes, as defined in the Stock Purchase Agreement), will instruct the Issuer proxy holders to vote their shares of the Issuer Common
Stock in the same proportions as all other votes cast on each proposal at the Special Meeting. The Stock Purchase Agreement further
provides that the Issuer’s officers or directors who are also officers or directors of APC will instruct the APC proxy holders
to vote their shares of APC common stock in the same proportions as all other votes cast on each proposal that will be brought
before the APC special meeting of shareholders held to approve some aspects of the Transactions. Finally, the Stock Purchase Agreement
revises the form of the Voting and Registration Rights Agreement, which is attached as an exhibit to the Stock Purchase Agreement,
to provide that APC votes in excess of 9.99% will be voted by proxy given to the Issuer’s management, and that those proxy
holders will cast the excess votes in the same proportion as all other votes cast on any specific proposal coming before the Issuer’s
stockholders. The Transaction Shares sold under the Common Stock Purchase Agreement were not registered under the Securities Act
and were issued and sold in a private placement pursuant to Section 4(a)(2) thereof.
CUSIP No. 03763A207
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13D
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Page 5 of 6 pages
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As a result of the Transactions, the Reporting Person’s
beneficial ownership was reduced to approximately 3.7% of the outstanding shares of Common Stock, based on 52,804,187 shares of
Common Stock outstanding as of the Effective Time
The Reporting Person does not have any present plan or proposal
which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set
forth herein or such as would occur upon completion of any of the actions discussed above.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER.
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(a) The Reporting Person’s
beneficial ownership and percentage of Common Stock as of the date this Schedule 13D is filed is reflected on the cover page of
this Schedule 13D.
(b) The Reporting Person
has the sole power to vote or to direct the voting of 1,960,856 shares of Common Stock, and has the sole power to dispose or to
direct the disposition of such number of shares.
(c) On October 8, 2019,
the Reporting Person, through the Kenneth T. and Simone S. Sim Family Trust Dated November 7, 2013, purchased 5,000 shares of Common
Stock on the open market at an average purchase price of $15.55 using personal funds. On November 11, 2019, the Reporting Person,
through the Kenneth T. and Simone S. Sim Family Trust Dated November 7, 2013, purchased 10,000 shares of Common Stock on the open
market at an average purchase price of $14.67 using personal funds. On December 8, 2019, the Reporting Person received 86,878 shares
of Common Stock that was held back to secure indemnification rights of the Issuer. On December 30, 2019, under the Company’s
2015 Equity Incentive Plan, the Reporting Person was individually granted (1) 61,343 shares of Common Stock and (2) an option to
purchase 28,046 shares of Company's Common Stock.
(d) Not applicable.
(e) The Reporting Person
ceased to be the beneficial owner of more than five percent of the Common Stock on September 11, 2019.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS.
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CUSIP No. 03763A207
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13D
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Page 6 of 6 pages
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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.
Dated: February 21, 2020
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By:
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/s/ Kenneth T. Sim, M.D.
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Executive Chairman & Co-CEO of Apollo
Medical Holdings, Inc.
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