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ImmunityBio, Inc. — Director's Dealing 2022
Dec 14, 2022
31529_dirs_2022-12-14_bb63c9dd-31d2-4cde-89e3-c527dd2ebf93.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ImmunityBio, Inc. (IBRX)
CIK: 0001326110
Period of Report: 2022-12-12
Reporting Person: SOON-SHIONG PATRICK (Director, See remarks, 10% Owner)
Reporting Person: Cambridge Equities, LP (10% Owner)
Reporting Person: MP 13 Ventures, LLC (10% Owner)
Reporting Person: CALIFORNIA CAPITAL EQUITY, LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-12-12 | Common Stock | C | 9986920 | $5.67 | Acquired | 9986920 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-12-12 | Second Amended and Restated Convertible Promissory Note | $5.67 | C | Disposed | 2025-09-30 | Common Stock () | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 29473932 | Direct |
| Common Stock | 261705814 | Indirect |
| Common Stock | 8383414 | Indirect |
| Common Stock | 7976159 | Indirect |
| Common Stock | 5618326 | Indirect |
| Common Stock | 100000 | Indirect |
Footnotes
F1: Shares held by NantWorks, LLC ("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 securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks.
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 NantBio, Inc. ("NantBio"). NantWorks is the majority stockholder and may be deemed to have beneficial ownership of the shares held by NantBio. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the shares held by NantBio.
F4: Shares held by CalCap. The reporting person owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap.
F5: 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.
F6: Shares held by Nant Capital, LLC, an investment vehicle of the reporting person.
F7: On August 31, 2022, the terms of the original fixed-rate promissory note were amended and restated to include a conversion feature that gave the lender the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under the note at the time of conversion into shares of the Issuer's common stock at a price of $5.67 per share. On December 12, 2022, the lender converted $56,625,841.51 in outstanding principal and accrued unpaid interest into 9,986,920 shares of the Issuer's common stock at a price of $5.67 per share.
F8: Represents the entire outstanding principal amount and accrued and unpaid interest due as of December 12, 2022.
F9: Second Amended and Restated Convertible Promissory Note held by NantWorks. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks.