December 18, 2017 - Sim Kenneth T. - 3: Initial statement of beneficial ownership of securities

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sim Kenneth T.

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2017

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

(Last)

(First)

(Middle)

1668 S. GARFIELD AVE., 2ND FL.

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

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

(Street)

ALHAMBRA, CA 91801

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾ ⁽²⁾	1,547,019	D
Common Stock ⁽³⁾ ⁽⁶⁾	1,664,054	I	By Allied Physicians of California, A Professional Medical Corporation ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to purchase Common Stock ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	63,512.56	$ 9	D
Warrants to purchase Common Stock ⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	31,756.25	$ 10	D
Warrants to purchase Common Stock ⁽²⁾	12/08/2017	12/08/2022	Common Stock	51,445.18	$ 10	D
Warrants to purchase Common Stock ⁽²⁾	12/08/2017	12/08/2022	Common Stock	48,587.12	$ 11	D
Warrants to purchase Common Stock ⁽³⁾ ⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	68,317.43	$ 9	I	By Allied Physicians of California, A Professional Medical Corporation ⁽³⁾
Warrants to purchase Common Stock ⁽³⁾ ⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	34,158.69	$ 10	I	By Allied Physicians of California, A Professional Medical Corporation ⁽³⁾
Warrants to purchase Common Stock ⁽³⁾ ⁽⁶⁾	12/08/2017	12/08/2022	Common Stock	55,337.13	$ 10	I	By Allied Physicians of California, A Professional Medical Corporation ⁽³⁾
Warrants to purchase Common Stock ⁽³⁾ ⁽⁶⁾	12/08/2017	12/08/2022	Common Stock	52,262.84	$ 11	I	By Allied Physicians of California, A Professional Medical Corporation ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sim Kenneth T. 1668 S. GARFIELD AVE. 2ND FL. ALHAMBRA, CA 91801	X		Executive Chairman

Signatures

/s/ KENNETH T. SIM		12/15/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 reverse merger transaction between the Issuer and Network Medical Management, Inc. ("NMM") was consummated such that NMM became a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to and effective as of the closing of the Merger (the "Closing"), the Reporting Person became an officer (i.e., Executive Chairman) and director of the Issuer.
(2)	Immediately prior to the Closing, the Reporting Person was a shareholder of NMM. Pursuant to the Merger, the shares of NMM common stock previously held by Reporting Person were converted into (i) 1,547,019 shares of common stock of the Issuer, (ii) a warrant to purchase 48,587.12 shares of common stock of the Issuer at an exercise price of $11.00 per share, (iii) a warrant to purchase 51,445.18 shares of common stock of the Issuer at an exercise price of $10.00 per share, (iv) cash in lieu of fractional shares, and (v) the Reporting Person's pro rata portion, if any, of the holdback shares of common stock of the Issuer (such pro rata portion of the holdback shares would, without offset, initially be equal to 171,890.90 shares of common stock of the Issuer).
(3)	These shares and warrants are owned directly by Allied Physicians of California, A Professional Medical Corporation ("Allied"), 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.
(4)	Immediately prior to the Closing, NMM made an in-kind distribution on a pro rata basis to its shareholders (including the Reporting Person) of the following warrants, which warrants were previously held by NMM: (i) 1,111,111 Series A warrants (of which the Reporting Person will receive 63,512.56 Series A warrants) to purchase common stock of the Issuer, exercisable at any time prior to October 14, 2020 at an exercise price of $9.00 per share, and (ii) 555,555 Series B warrants (of which the Reporting Person will receive 31,756.25 Series B warrants) to purchase common stock of the Issuer, exercisable at any time prior to March 30, 2021 at an exercise price of $10.00 per share.
(5)	Immediately prior to the Closing, NMM made an in-kind distribution on a pro rata basis to its shareholders (including Allied) of the following warrants, which warrants were previously held by NMM: (i) 1,111,111 Series A warrants (of which Allied will receive 68,317.43 Series A warrants) to purchase common stock of the Issuer, exercisable at any time prior to October 14, 2020 at an exercise price of $9.00 per share, and (ii) 555,555 Series B warrants (of which Allied will receive 34,158.69 Series B warrants) to purchase common stock of the Issuer, exercisable at any time prior to March 30, 2021 at an exercise price of $10.00 per share.
(6)	Immediately prior to the Closing, Allied was a shareholder of NMM. Pursuant to the Merger, the shares of NMM common stock previously held by Allied were converted into (i) 1,664,054 shares of common stock of the Issuer, (ii) a warrant to purchase 52,262.84 shares of common stock of the Issuer at an exercise price of $11.00 per share, (iii) a warrant to purchase 55,337.13 shares of common stock of the Issuer at an exercise price of $10.00 per share, (iv) cash in lieu of fractional shares, and (v) Allied's pro rata portion, if any, of the holdback shares of common stock of the Issuer (such pro rata portion of the holdback shares would, without offset, initially be equal to 184,894.80 shares of common stock of the Issuer).

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