SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SOON-SHIONG PATRICK

(Last) (First) (Middle)
C/O NANTHEALTH, INC.
9920 JEFFERSON BLVD.

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NantHealth, Inc. [ NH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Common Stock 04/13/2021 P 1,689,189 A $2.96 1,689,189 I See footnote(1)
Common Stock 62,214,114 I See footnote(2)
Common Stock 2,899,297 I See footnote(3)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5.50% Convertible Senior Notes due 2021 (4) 04/13/2021 J(5) 5,000,000(5) (6) 12/15/2021 Common Stock 411,946(4) $5,000,000 5,000,000 I See Footnote(7)
1. Name and Address of Reporting Person*
SOON-SHIONG PATRICK

(Last) (First) (Middle)
C/O NANTHEALTH, INC.
9920 JEFFERSON BLVD.

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CALIFORNIA CAPITAL EQUITY, LLC

(Last) (First) (Middle)
C/O NANTHEALTH, INC.
9920 JEFFERSON BLVD.

(Street)
CULVER CITY 90230

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NantWorks, LLC

(Last) (First) (Middle)
9920 JEFFERSON BLVD.

(Street)
CULVER CITY CA 90230

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cambridge Equities, LP

(Last) (First) (Middle)
9920 JEFFERSON BLVD.

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MP 13 Ventures, LLC

(Last) (First) (Middle)
9920 JEFFERSON BLVD.

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
Explanation of Responses:
1. Shares are held by Cambridge Equities, LP ("Cambridge Equities"), an entity affiliated with MP 13 Ventures, LLC ("MP 13 Ventures") who is the general partner of Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge Equities.
2. Shares held by NantWorks. California Capital Equity, LLC ("CalCap") directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the shares held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap.
3. Shares held by NantOmics, LLC ("NantOmics"). NantWorks directly owns a majority of the equity interests of NantOmics. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the shares held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap.
4. The initial conversion rate of the 5.50% Convertible Senior Notes due 2021 (the "Notes") is 82.3893 shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $12.14 per share), subject to adjustment pursuant to the terms of the Notes.
5. Portion of the Convertible Senior Note was forgiven as consideration for the purchase of shares reported in Table I.
6. The Notes will be convertible at the option of the reporting persons only upon the satisfaction of certain conditions prior to the close of business on the business day immediately preceding September 15, 2021. Thereafter, the Notes will be convertible at the option of the reporting persons at any time or after September 15, 2021 until the close of business on the business day immediately preceding the maturity date. The Notes will be convertible into cash, shares of the issuer's common stock, or a combination thereof, at the issuer's election.
7. The Notes are held by Cambridge Equities, an entity affiliated with MP 13 Ventures, LLC who is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the convertible notes held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the convertible notes held by Cambridge Equities.
Remarks:
/s/ Patrick Soon-Shiong on behalf of himself and each other reporting person 04/15/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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