SCHEDULE 13D/A:
Published on January 22, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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Astrana Health, Inc.
(Name of Issuer) |
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Common Stock, $0.001 par value per share
(Title of Class of Securities) |
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03763A207
(CUSIP Number) |
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Thomas Lam
c/o Allied Physicians of California, 1668 S. Garfield Avenue, 2nd Floor Alhambra, CA, 91801 (626) 282-0288 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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01/17/2025
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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| CUSIP No. | 03763A207 |
| 1 |
Name of reporting person
Allied Physicians of California, a Professional Medical Corporation
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,832,698.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.2 %
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| 14 | Type of Reporting Person (See Instructions)
CO
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Comment for Type of Reporting Person:
As described in the definitive proxy statement filed by Astrana Health, Inc., a Delaware corporation (the "Issuer"), with the Securities and Exchange Commission on April 24, 2024, pursuant to a Voting and Registration Rights Agreement between the Issuer and Allied Physicians of California, a Professional Medical Corporation, a California professional corporation (the "Reporting Person"), entered into on September 11, 2019, any vote by the Reporting Person in excess of 9.99% of the Issuer's then-outstanding shares of common stock, $0.001 par value per share ("Common Stock"), will be voted by proxy given to the Issuer's management, and that proxy will cast the excess votes in the same proportion as all other votes cast on the matter by the Issuer's stockholders. Accordingly, the Reporting Person has sole voting power with respect to 5,589,677 shares of Common Stock, or approximately 9.99% of outstanding shares of Common Stock, and shared voting power with respect to the remaining 1,243,021 shares of Common Stock held by the Reporting Person.
The percentage calculation is based on 56,252,730 shares of Common Stock issued and outstanding as of November 6, 2024 (which includes shares held by the Reporting Person, which are treated by the Issuer as treasury shares for accounting purposes), minus 300,000 shares of Common Stock repurchased by the Issuer from the Reporting Person on January 17, 2025.
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share
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| (b) | Name of Issuer:
Astrana Health, Inc.
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| (c) | Address of Issuer's Principal Executive Offices:
1668 S. Garfield Avenue, 2nd Floor, Alhambra,
CALIFORNIA
, 91801.
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Item 1 Comment:
This Amendment No. 8 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment") amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed by Allied Physicians of California, a Professional Medical Corporation (the "Reporting Person") with the Securities and Exchange Commission on December 19, 2017 (as amended by the Reporting Person, the "Schedule 13D" or this "Statement"). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment, the Schedule 13D remains unchanged.
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| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On January 15, 2025, the Reporting Person declared a dividend on the Reporting Person's common stock, payable by the pro rata distribution, for no consideration, of an aggregate of 699,896 shares of the Issuer's Common Stock to the Reporting Person's stockholders. The shares of Common Stock have not yet been distributed as of the date of this Statement.
On January 17, 2025, the Reporting Person sold 300,000 shares of Common Stock to the Issuer, for a price per share equal to the closing price per share of the Common Stock on The Nasdaq Stock Market LLC on January 17, 2025, pursuant to a stock repurchase agreement, dated January 17, 2025, between the Reporting Person and the Issuer.
The Reporting Person acquired the Common Stock reported in this Statement for investment purposes. The Reporting Person may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by it in open-market transactions or privately negotiated transactions, on such terms and at such times as it may deem advisable. The Reporting Person may engage in hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Person may deem advisable, subject to applicable law.
The Reporting Person does not have any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or as may be proposed by officers or directors of the Reporting Person in their capacity as an officer and/or director of the Issuer or by the Board of Directors of the Issuer with their participation. The Reporting Person reserves the right in the future to formulate any such plans or proposals, and to take any actions with respect to its investments in the Issuer, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. |
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns in the aggregate 6,832,698 shares of Common Stock, which represents approximately 12.2% of the Issuer's outstanding shares of Common Stock.
The percentage ownership of shares of Common Stock set forth in this Statement is based on 56,252,730 shares of Common Stock reported by the Issuer as outstanding as of November 6, 2024 in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (which includes shares held by the Reporting Person, which are treated by the Issuer as treasury shares for accounting purposes), minus 300,000 shares of Common Stock repurchased by the Issuer from the Reporting Person on January 17, 2025. |
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| (b) | The Reporting Person beneficially owns, and has the sole and shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by it in the table set forth on the cover page to this Statement. |
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| (c) | On January 17, 2025, the Reporting Person sold 300,000 shares of Common Stock to the Issuer, for a price per share equal to the closing price per share of the Common Stock on The Nasdaq Stock Market LLC on January 17, 2025, pursuant to a stock repurchase agreement entered into with the Issuer. The information set forth in Item 4 of this Amendment is incorporated herein by reference.
On November 18, 2024, Kenneth Sim, the Chairman and a director and stockholder of the Reporting Person, and the Executive Chairman of the Issuer's Board of Directors, exercised options to purchase 28,046 shares of Common Stock, at an exercise price of $18.65 per share. |
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 of this Amendment is incorporated herein by reference. |
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| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Stock Repurchase Agreement, dated January 17, 2025, between Allied Physicians of California, a Professional Medical Corporation, and Astrana Health, Inc. |
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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