4/A: Statement of changes in beneficial ownership of securities
Published on December 18, 2017
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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 | ||||||||
Warrants to purchase Common Stock (1) (3) | $ 9 | 12/08/2017 | J(3) | 68,317.43 | 10/14/2015 | 10/14/2020 | Common Stock | 68,317.43 | (3) | 68,317.43 | I | By Allied (1) | |||
Warrants to purchase Common Stock (1) (3) | $ 10 | 12/08/2017 | J(3) | 34,158.69 | 03/30/2016 | 03/30/2021 | Common Stock | 34,158.69 | (3) | 34,158.69 | I | By Allied (1) | |||
Warrants to purchase Common Stock (1) (2) | $ 10 | 12/08/2017 | J(2) | 55,337.13 | 12/08/2017 | 12/08/2022 | Common Stock | 55,337.13 | (2) | 55,337.13 | I | By Allied (1) | |||
Warrants to purchase Common Stock (1) (2) | $ 11 | 12/08/2017 | J(2) | 52,262.84 | 12/08/2017 | 12/08/2022 | Common Stock | 52,262.84 | (2) | 52,262.84 | I | By Allied (1) |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lam Thomas S. 1668 S. GARFIELD AVENUE 2ND FLOOR ALHAMBRA, CA 91801 |
X | Co-Chief Executive Officer |
Signatures
/s/ Thomas S. Lam, M.D. | 12/18/2017 | |
**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) | 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. |
(2) | 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"). Immediately prior to the closing of the Merger (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). |
(3) | 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. |