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ImmunityBio, Inc. — Director's Dealing 2019
Mar 22, 2019
31529_dirs_2019-03-21_ae6f5ee5-ada0-4d96-8e36-1e1afd93af11.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NantKwest, Inc. (NK)
CIK: 0001326110
Period of Report: 2019-03-21
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)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2019-03-21 | Common Stock | O | 17589250 | $1.9984 | Acquired | 18189250 | Direct |
| 2019-03-21 | Common Stock | M | 1851500 | $2.1983 | Acquired | 20040750 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2019-03-21 | Warrant (right to buy) | $1.9984 | O | 17589250 | Disposed | 2019-03-24 | Common Stock (17589250) | Direct |
| 2019-03-21 | Stock Option (right to buy) | $2.1983 | M | 1851500 | Disposed | 2019-03-24 | Common Stock (1851500) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 40575814 | Indirect |
| Common Stock | 5618326 | Indirect |
Footnotes
F1: Due to a clerical error, the number of shares beneficially owned was incorrectly reported in the Forms 4 filed on July 13, 2018 and January 4, 2017.
F2: 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.
F3: Shares held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the "Foundation"). The Foundation has the sole power to vote and direct the disposition of all shares directly owned by the Foundation, except to the extent it may be deemed to share such power with the reporting person by virtue of the reporting person's control over the Foundation. The reporting person serves as Chairman of the Foundation.
F4: 185,150 of the shares subject to the warrant vested and became exercisable monthly for forty (40) months beginning April 1, 2015. The remaining 10,183,250 shares subject to the warrant vested and became exercisable upon the completion of certain milestones as defined in the warrant.
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.