Statement of Changes in Beneficial Ownership (4)
April 15 2021 - 6:05PM
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) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O NANTHEALTH, INC., 9920 JEFFERSON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2021 |
(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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Common Stock | 4/13/2021 | | P | | 1689189 | A | $2.96 | 1689189 | I | See footnote (1) |
Common Stock | | | | | | | | 62214114 | I | See footnote (2) |
Common Stock | | | | | | | | 2899297 | I | See footnote (3) |
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 |
5.50% Convertible Senior Notes due 2021 | (4) | 4/13/2021 | | J (5) | | | 5000000 (5) | (6) | 12/15/2021 | Common Stock | 411946 (4) | $5000000.00 | 5000000 | I | See Footnote (7) |
Explanation of Responses: |
(1) | Shares are held by Cambridge Equities, LP ("Cambridge Equities"), an entity affiliated with MP 13 Ventures, LLC ("MP 13 Ventures") who is the general partner of 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. |
(2) | Shares held by 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 shares held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap. |
(3) | Shares held by NantOmics, LLC ("NantOmics"). NantWorks directly owns a majority of the equity interests of NantOmics. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the shares held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap. |
(4) | The initial conversion rate of the 5.50% Convertible Senior Notes due 2021 (the "Notes") is 82.3893 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $12.14 per share), subject to adjustment pursuant to the terms of the Notes. |
(5) | Portion of the Convertible Senior Note was forgiven as consideration for the purchase of shares reported in Table I. |
(6) | The Notes will be convertible at the option of the reporting persons only upon the satisfaction of certain conditions prior to the close of business on the business day immediately preceding September 15, 2021. Thereafter, the Notes will be convertible at the option of the reporting persons at any time or after September 15, 2021 until the close of business on the business day immediately preceding the maturity date. The Notes will be convertible into cash, shares of the issuer's common stock, or a combination thereof, at the issuer's election. |
(7) | The Notes are held by Cambridge Equities, an entity affiliated with MP 13 Ventures, LLC who is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the convertible notes held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the convertible notes held by Cambridge Equities. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SOON-SHIONG PATRICK C/O NANTHEALTH, INC. 9920 JEFFERSON BLVD. CULVER CITY, CA 90232 | X | X | Chief Executive Officer |
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CALIFORNIA CAPITAL EQUITY, LLC C/O NANTHEALTH, INC. 9920 JEFFERSON BLVD. CULVER CITY 90230 |
| X |
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NantWorks, LLC 9920 JEFFERSON BLVD. CULVER CITY, CA 90230 |
| X |
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Cambridge Equities, LP 9920 JEFFERSON BLVD. CULVER CITY, CA 90232 |
| X |
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MP 13 Ventures, LLC 9920 JEFFERSON BLVD. CULVER CITY, CA 90232 |
| X |
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Signatures
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/s/ Patrick Soon-Shiong on behalf of himself and each other reporting person | | 4/15/2021 |
**Signature of Reporting Person | Date |
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