December 12, 2017 - Network Medical Management, Inc. - 4: Statement of changes in beneficial ownership of securities

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Network Medical Management, Inc.

2. Issuer Name and Ticker or Trading Symbol
Apollo Medical Holdings, Inc. [AMEH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
no longer 10% owner

(Last)

(First)

(Middle)

1668 S. GARFIELD AVE., 2ND FL.

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2017

(Street)

ALHAMBRA, CA 91801

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock ⁽⁷⁾

⁽¹⁾ ⁽²⁾ ⁽³⁾

12/08/2017

J⁽⁷⁾

1,111,111

10/14/2015

⁽¹⁾⁽²⁾⁽³⁾⁽⁷⁾

Common Stock

1,111,111

$ 9 ⁽⁴⁾

Series B Preferred Stock ⁽⁷⁾

⁽⁵⁾

12/08/2017

J⁽⁷⁾

555,555

03/30/2016

⁽⁵⁾⁽⁷⁾

Common Stock

555,555

$ 9 ⁽⁶⁾

Warrants to purchase Common Stock ⁽⁷⁾

$ 9

12/08/2017

J⁽⁷⁾

1,111,111

10/14/2015

10/14/2020

Common Stock

1,111,111

$ 9 ⁽⁴⁾

Warrants to purchase Common Stock ⁽⁷⁾

$ 10

12/08/2017

J⁽⁷⁾

555,555

03/30/2016

03/30/2021

Common Stock

555,555

$ 9 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Network Medical Management, Inc. 1668 S. GARFIELD AVE. 2ND FL. ALHAMBRA, CA 91801				no longer 10% owner

Signatures

/s/ Thomas S. Lam, M.D.		12/12/2017
^**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)	The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.
(2)	On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).
(3)	The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.
(4)	The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.
(5)	The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.
(6)	The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.
(7)	Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.

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