UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (right to buy) | Â (2) | 07/27/2018 | Common Stock | 9,257 | $ 1.6204 | I | See footnote (3) |
Warrant (right to buy) | Â (4) | 03/24/2019 | Common Stock | 17,589,250 | $ 1.9984 | D | Â |
Stock Option (right to buy) | Â (5) | 03/24/2019 | Common Stock | 1,851,500 | $ 2.1983 | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SOON-SHIONG PATRICK C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 CARDIFF-BY-THE-SEA, CA 92007-2133 |
 X |  X |  Chairman and CEO |  |
Cambridge Equities, LP C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 CARDIFF-BY-THE-SEA, CA 92007-2133 |
 |  X |  |  |
MP 13 Ventures, LLC C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 CARDIFF-BY-THE-SEA, CA 92007-2133 |
 |  X |  |  |
/s/ Patrick Soon-Shiong and /s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities | 07/27/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by 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) | Warrant is immediately exercisable. |
(3) | Warrant held by Cambridge Equities. MP 13 Ventures is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the warrant and the shares issued upon the exercise of the warrant held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the warrant and the shares issued upon the exercise of the warrant held by Cambridge Equities. |
(4) | 185,150 of the shares subject to the warrant shall vest and become exercisable monthly for forty (40) months beginning April 1, 2015. The remaining 10,183,250 shares subject to the warrant shall vest and become exercisable upon the completion of certain milestones as defined in the warrant. If the reporting person's employment is terminated without "cause" or if the reporting person resigns for "good reason" (as such terms are defined in the reporting person's employment agreement), the shares subject to the warrant shall fully vest and become exercisable. |
(5) | Subject to the reporting person's continuing service, one forty-eighth (1/48th) of the shares subject to the option shall vest each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is March 24, 2015. The shares subject to the option shall fully vest and become exercisable upon a change in control, as defined in the reporting person's employment agreement. If the reporting person's employment is terminated without "cause" or if the reporting person resigns for "good reason" (as such terms are defined in the reporting person's employment agreement), the shares subject to the option shall fully vest and become exercisable. |