4: Statement of changes in beneficial ownership of securities
Published on December 12, 2019
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sim Kenneth T. 1668 S. GARFIELD AVE., 2ND FL. ALHAMBRA, CA 91801 |
X | Executive Chairman and Co-CEO |
Signatures
/s/ by Omar Dabuni as attorney-in-fact for Kenneth Sim, M.D. | 12/11/2019 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 4(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) | On December 8, 2017, a merger transaction between Apollo Medical Holdings, Inc. (the "Issuer") and Network Medical Management, Inc. ("NMM") was consummated (the "Merger"). As previously disclosed in the Issuer's SEC filings, at the closing of the Merger, 10% of the total number of shares of the Issuer's common stock issuable to pre-Merger NMM shareholders was held back to secure indemnification rights of the Issuer and its affiliates (the "Holdback Shares"), which Holdback Shares were to be released to such pre-Merger NMM shareholders 50% on the first, and 50% on the second anniversaries of the closing of the Merger if no indemnification claims are made by such dates. |
(2) | No indemnification claim was made before December 8, 2019 and, accordingly, the second half of the Holdback Shares was automatically released for issuance on that date. The number of acquired securities reported in this statement represent the Reporting Person's pro rata portion of the released Holdback Shares. Accordingly, the Reporting Person is deemed to be the beneficial owner of those shares as of December 8, 2019. |
(3) | Excludes the Reporting Person's indirect ownership of common stock of the Issuer as a shareholder of Allied Physicians of California, A Professional Medical Corporation. |
(4) | The securities acquired are Holdback Shares owned directly by the Kenneth T. and Simone S. Sim Family Trust dated November 7, 2013. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose. |
(5) | The securities acquired represent the Holdback Shares that were released as part of the Merger to Allied Physicians of California, A Professional Medical Corporation of which Reporting Person is a director, officer and shareholder. Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |