CUSIP No. 03763A207
|
13D
|
Page 1 of 6 pages
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
SCHEDULE 13D
———————
Under the Securities Exchange Act of
1934
(Amendment No. 5) *
Apollo Medical Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03763A207
(CUSIP Number)
Tin Kin Lee, Esq.
Tin Kin Lee Law Offices
1811 Fair Oaks Avenue
South Pasadena, CA 91030
(626) 229-9828
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
January 14, 2020
(Date of Event which Requires Filing
of this Statement)
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. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to
be sent.
*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 (however,
see the Notes).
CUSIP No. 03763A207
|
13D
|
Page 2 of 6 pages
|
1
|
NAME OF REPORTING PERSONS
Allied Physicians of California, A Professional
Medical Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) þ
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
PF and OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
5,275,138 (1)
|
8
|
SHARED VOTING POWER
12,242,150 (1)(2)
|
9
|
SOLE DISPOSITIVE POWER
17,517,288 (1)(2)
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
17,517,288 (1)(2)
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.0%(1)(2)(3)
|
14
|
TYPE OF REPORTING PERSON
CO
|
(1) As set forth in the Issuer’s definitive proxy statement
filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2019 (the “Proxy Statement”),
any vote by the Reporting Person in excess of 9.99% of the then outstanding shares of common stock, $.001 par value per share (“Common
Stock”), of Apollo Medical Holdings, Inc., a Delaware corporation (“Issuer”), will be voted by proxy given to
the Issuer’s management, and 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.
(2) Includes 210,074 shares of Common Stock subject to warrants
that are exercisable within 60 days following the date of this Amendment No. 5 (this “Amendment”).
(3) Calculated based on 52,804,187 shares of Common Stock outstanding
as of February 5, 2020.
CUSIP No. 03763A207
|
13D
|
Page 3 of 6 pages
|
This Amendment updates certain information set forth in the
Schedule 13D filed on behalf of Allied Physicians of California, A Professional Medical Corporation, a California professional
medical corporation (the “Reporting Person”) with the Securities and Exchange Commission (the “Commission”)
on December 19, 2017, as amended on March 30, 2018, May 14, 2019, September 16, 2019 and September 17, 2019 (as amended, the “Schedule
13D”).
This Amendment is being filed to report (i) acquisitions of
Common Stock by the Reporting Person since the last amendment to its Schedule 13D that in the aggregate exceed 1% of the outstanding
shares of the Issuer’s Common Stock, and (ii) acquisitions of Common Stock by certain executive officers and directors of
the Reporting Person, as set forth in Schedule A hereto.
|
ITEM 1.
|
SECURITY AND ISSUER.
|
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”).
|
ITEM 2.
|
IDENTITY AND BACKGROUND.
|
This statement is being filed by the Reporting Person, i.e.,
Allied Physicians of California, A Professional Medical Corporation, which is organized under the laws of the State of California.
Its principal office is located at 1668 S. Garfield Ave., 2nd Floor, Alhambra, CA 91801, and its principal business is providing
or arranging to provide medical services as an independent physician practice association.
During the last five years, neither the Reporting Person nor,
to the knowledge of the Reporting Person, any of the executive officers and directors of the Reporting Person, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
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.
|
ITEM 3.
|
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
|
From November 19, 2019 through January 15, 2020, the Reporting
Person acquired an aggregate of 423,189 shares of Common Stock on the open market (the “Open Market Shares”) for an
aggregate purchase price of approximately $7,587,902.41.
The source of the funds used to acquire the Open Market Shares
was from the cash proceeds received by the Reporting Person from the consummation of the “APC Transactions,” which
cash proceeds are “Excluded Assets” solely for the benefit of the Reporting Person and its shareholders (other than
the holder of the Reporting Person’s Series A Preferred Stock) as set forth in the Issuer’s definitive proxy statement
filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2019 (the “Proxy Statement”).
As such, the Open Market Shares, including any proceeds or gain on the sale thereof will have no impact on the Series A Dividend
payable by the Reporting Person to the holder of the Reporting Person’s Series A Preferred Stock (i.e., AP-AMH Medical Corporation)
as described in the Proxy Statement, and consequently will not affect the net income attributable to the Issuer.
In addition, on December 8, 2019, the Reporting Person received
93,450 shares of Common Stock comprised of the Reporting Person’s pro rata share of the “Holdback Shares” that
were released pursuant to the “NMM Merger” (as defined and described in Item 4 below).
|
ITEM 4.
|
PURPOSE OF TRANSACTION.
|
The information set forth in or incorporated by reference in
Item 3 of this Amendment is incorporated by reference in its entirety into this Item 4.
The Reporting Person acquired the Open Market Shares for investment
purposes to be held by the Reporting Person as “Excluded Assets” solely for the benefit of the Reporting Person and
its shareholders (other than the holder of the Reporting Person’s Series A Preferred Stock) as described in the Proxy Statement.
Of the Open Market Shares, 61,897 shares of Common Stock were
purchased under a 10b5-1 Trading Plan Agreement dated December 12, 2019 (the “Rule 10b5-1 Plan”), entered into between
the Reporting Person and Dougherty & Company LLC, pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The 10b5-1 Plan was subsequently terminated by the Reporting Person on January
15, 2020.
CUSIP No. 03763A207
|
13D
|
Page 4 of 6 pages
|
The 93,450 shares of Common Stock received by the Reporting
Person on December 8, 2019 were comprised of the Reporting Person’s pro rata share of the Holdback Shares released pursuant
to the merger transaction between the Issuer and Network Medical Management, Inc. ("NMM") that was consummated on December
8, 2017 (the "NMM Merger"). As previously disclosed in the Issuer's SEC filings, at the closing of the NMM Merger, 10%
of the total number of shares of the Issuer's Common Stock issuable to pre-merger NMM shareholders (including the Reporting Person)
was held back to secure indemnification rights of the Issuer and its affiliates (the "Holdback Shares"), which Holdback
Shares were to be released to such pre-merger NMM shareholders (including the Reporting Person) 50% on the first, and 50% on the
second anniversaries of the closing of the NMM Merger if no indemnification claims are made by such dates. No indemnification claim
was made before December 8, 2019 and, accordingly, the second half of the Holdback Shares (including the Reporting Person’s
pro rata share thereof) was automatically released for issuance on that date.
The Reporting Person does not have present plans or proposals
at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Person reserves the right to change its intentions and develop plans or proposals at any time, as it
deems appropriate. The Reporting Person may at any time and from time to time, in the open market, in privately negotiated transactions
or otherwise, acquire additional securities of Issuer or dispose of all or a portion of the securities of Issuer.
|
ITEM 5.
|
INTEREST IN SECURITIES OF THE ISSUER.
|
(a) The aggregate number
and percentage of the class of Common Stock beneficially owned by the Reporting Person as of the date of this Amendment, including
shares of Common Stock for which there is a right to acquire, is reflected on the cover page of this Amendment.
(b) As described in
the Proxy Statement, the Reporting Person has the sole power to vote or to direct the voting of 5,275,138 shares of Common Stock
and has the sole power to dispose or to direct the disposition of 17,517,288 shares of Common Stock. Any vote by the Reporting
Person in excess of 9.99% of the Issuer’s then outstanding shares of Common Stock will be voted by proxy given to the Issuer’s
management, and 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.
(c) The information
set forth in or incorporated by reference in Items 3 and 4 of this Amendment are incorporated by reference in their entirety into
this Item 5(c).
The following table list the Reporting Person’s open market
purchase transactions of Common Stock that were effected during the sixty day period prior to the filing of this Amendment (exclusive
of fees, commissions or other expenses):
Purchase Date
|
|
Shares
Purchased
|
|
|
Weighted Average
Price per Share
|
|
Price Range for
Shares Purchased
|
|
January 13, 2020
|
|
|
5,469
|
|
|
$
|
17.42
|
|
|
$17.35 – $17.44
|
|
January 14, 2020
|
|
|
7,130
|
|
|
$
|
17.81
|
|
|
$17.52 – $17.98
|
|
January 15, 2020
|
|
|
4,298
|
|
|
$
|
18.34
|
|
|
$18.15 – $18.50
|
|
(d) Not applicable.
(e) Not applicable.
The information called for by this Item 5 with respect to the
executive officers and directors of the Reporting Person is set forth on Schedule A hereto.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
On December 12, 2019, the Reporting Person entered into a 10b5-1
Trading Plan Agreement (the “Rule 10b5-1 Plan”) with Dougherty & Company LLC (the “Broker”), pursuant
to which the Broker is authorized and directed to purchase, on behalf of the Reporting Person, shares of Common Stock on the open
market up to an aggregate amount not to exceed $30,000,000, subject to satisfaction of certain conditions, including, among others,
trading price. The Broker will cease purchasing Common Stock under the Rule 10b5-1 Plan on the earliest to occur of (i) June 16,
2020; (ii) the date that the aggregate number of shares of Common Stock purchased by the Broker reaches the specified purchase
limit; (iii) the date the Reporting Person gives notice of termination pursuant to the terms of the Rule 10b5-1 Plan; (iv) the
existence of any legal or regulatory restriction that would prohibit any purchase pursuant to the Rule 10b5-1 Plan; (v) the commencement
of any proceedings in respect of or triggered by the Reporting Person’s bankruptcy or insolvency. A copy of the Rule 10b5-1
Plan is filed as Exhibit 99.13 hereto and the foregoing description of the Rule 10b5-1 Plan is qualified in its entirety by reference
to the Rule 10b5-1 Plan. The 10b5-1 Plan was terminated by the Reporting Person on January 15, 2020.
|
ITEM 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Item 7 of this Schedule 13D is hereby amended and supplemented
by adding a reference to the following exhibit:
Exhibit 99.13
|
10b5-1 Trading Plan Agreement, dated as of December 12, 2019,
by and between the Reporting Person and Dougherty & Company LLC
|
CUSIP No. 03763A207
|
13D
|
Page 5 of 6 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.
Dated: February 25, 2020
|
Allied Physicians of California, A Professional Medical Corporation
|
|
|
|
By:
|
/s/ Thomas Lam, M.D.
|
|
|
|
Thomas Lam, M.D.
|
|
|
|
Chief Executive Officer
|
|
CUSIP No. 03763A207
|
13D
|
Page 6 of 6 pages
|
Schedule A
Set forth below are transactions involving Common Stock since
the Reporting Person’s last amendment to its Schedule 13D by Kenneth Sim, M.D., Chairman and Director of the Reporting Person
(“Dr. Sim”), and Thomas Lam, M.D., Co-Chief Executive Officer, Chief Financial Officer and Director of the Reporting
Person (“Dr. Lam”).
Other than their respective pro rata share of the Holdback
Shares released to the other executive officers and directors of the Reporting Person pursuant to the NMM Merger, the information
with the respect to the other executive officers and directors of the Reporting Person has not materially changed since the Reporting
Person’s previously filed Schedule 13D.
Kenneth Sim, M.D.
On October 8, 2019, Dr. Sim, through the Kenneth T. and Simone
S. Sim Family Trust Dated November 7, 2013 (the “Sim Trust”), 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, Dr. Sim, through the Sim Trust, 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, Dr.
Sim received 86,878 shares of Common Stock comprised of Dr. Sim’s pro rata share of the Holdback Shares that were released
pursuant to the NMM Merger. On December 30, 2019, under the Issuer’s 2015 Equity Incentive Plan, Dr. Sim was individually
granted (1) 61,343 restricted shares of Common Stock, and (2) an option to purchase 28,046 shares of Common Stock.
Thomas Lam, M.D.
On November 14, 2019, Dr. Lam, through The Thomas and Jeanette
Lam 2002 Family Trust, purchased 10,000 shares of Common Stock on the open market at an average purchase price of $14.84 using
personal funds. On December 8, 2019, Dr. Lam received 86,874 shares of Common Stock comprised of Dr. Lam’s pro rata share
of the Holdback Shares that were released pursuant to the NMM Merger. On December 30, 2019, under the Issuer’s 2015 Equity
Incentive Plan, Dr. Lam was individually granted (1) 61,343 restricted shares of Common Stock, and (2) an option to purchase 28,046
shares of Common Stock.