Statement of Changes in Beneficial Ownership (4)
April 28 2021 - 6:55PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
SOON-SHIONG PATRICK |
2. Issuer Name and Ticker or Trading Symbol
NantHealth, Inc.
[
NH
]
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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) Chairman and CEO |
(Last)
(First)
(Middle)
C/O NANTWORKS, LLC, 9922 JEFFERSON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/27/2021 |
(Street)
CULVER CITY, CA 90232
(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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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 |
4.50% Convertible Senior Notes due 2026 | (1) | 4/27/2021 | | P | | 62500000 | | (2) | 4/27/2026 | Common Stock | 16242206 (1) | $62500000.00 | $62500000.00 | I | See Footnote (3) |
Explanation of Responses: |
(1) | The initial conversion rate of the 4.50% Convertible Senior Notes due 2026 (the "Notes") is 259.8753 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $3.85 per share), subject to adjustment pursuant to the terms of the Notes. |
(2) | The Notes will be convertible at the option of the reporting persons at any time prior to the close of business on the business day immediately preceding the maturity date of the Notes. The Notes will be convertible into cash, shares of the issuer's common stock, or a combination thereof, at the issuer's election |
(3) | The Notes are held by Nant Capital LLC ("Nant Capital"). California Capital Equity, LLC ("CalCap") directly owns all of the equity interests of Nant Capital, LLC and CalCap may be deemed to have beneficial ownership of the shares held by Nant Capital. Patrick Soon-Shiong directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SOON-SHIONG PATRICK C/O NANTWORKS, LLC 9922 JEFFERSON BLVD. CULVER CITY, CA 90232 | X | X | Chairman and CEO |
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CALIFORNIA CAPITAL EQUITY, LLC C/O NANTHEALTH, INC. 9920 JEFFERSON BLVD. CULVER CITY 90230 |
| X |
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Nant Capital, LLC 9922 JEFFERSON BLVD. CULVER CITY, CA 90232 |
| X |
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Signatures
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/s/ Charles Kenworthy, President of Nant Capital
/s/ Patrick Soon-Shiong, on behalf of CalCap as CEO of CalCap and himself | | 4/28/2021 |
**Signature of Reporting Person | Date |
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