ImmunityBio, Inc. — Director's Dealing 2015

Jul 28, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NantKwest, Inc. (NK)
CIK: 0001326110
Period of Report: 2015-07-27

Reporting Person: SOON-SHIONG PATRICK (Director, Chairman and CEO, 10% Owner)
Reporting Person: Cambridge Equities, LP (10% Owner)
Reporting Person: MP 13 Ventures, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40566557	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (right to buy)	$1.6204	2018-07-27	Common Stock (9257)		Indirect
Warrant (right to buy)	$1.9984	2019-03-24	Common Stock (17589250)		Direct
Stock Option (right to buy)	$2.1983	2019-03-24	Common Stock (1851500)		Direct

Footnotes

F1: 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.

F2: Warrant is immediately exercisable.

F3: 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.

F4: 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.

F5: 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.