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*
SIN DAVID

(Last) (First) (Middle)
108 ROBINSON ROAD #10-00

(Street)
SINGAPORE U0 068900

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SC Health Corp [ SCPE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2021
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
Ordinary Shares 08/11/2021 C(1) 5,487,500 A (1) 5,487,500 I See footnote(2)
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
Class B Ordinary Shares (1) 08/11/2021 C(1) 5,487,500 (1) (1) Ordinary Shares 5,487,500 $0 0 I See footnote(2)
Warrants to purchase Ordinary Shares $11.5 08/11/2021 J(4) 5,450,000 (3) (3) Ordinary Shares 5,450,000 $1 0 I See footnote(2)
1. Name and Address of Reporting Person*
SIN DAVID

(Last) (First) (Middle)
108 ROBINSON ROAD #10-00

(Street)
SINGAPORE U0 068900

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SC Health Holdings Ltd

(Last) (First) (Middle)
C/O SC HEALTH CORPORATION
108 ROBINSON ROAD #10-00

(Street)
SINGAPORE U0 068900

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. In connection with the completion of the Issuer's initial business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated March 19, 2021, by and among the Issuer, Rockley Photonics Limited ("Rockley"), Rockley Photonics Holdings Limited ("HoldCo") and Rockley Mergersub Limited ("Merger Sub"), the Class B Ordinary Shares automatically converted into Class A Ordinary Shares on a one-for-one basis for no additional consideration. As part of the Business Combination, the Issuer became a direct wholly-owned subsidiary of HoldCo, and the shares in the Issuer were exchanged for shares in HoldCo on August 11, 2021.
2. . The securities are held directly by SC Health Holdings Limited (the "Sponsor"), which is wholly owned by SC Health Group Limited. Each of SC Health Group Limited and the Reporting Person may be deemed to beneficially own the shares held by the Sponsor by virtue of their direct and indirect ownership, respectively, of the shares of the Sponsor. Each of SC Health Group Limited and the Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. Pursuant to the Private Placement Warrant Purchase Agreement, effective as of July 11, 2019, by and between SC Health Corporation and the Sponsor, the Sponsor purchased an aggregate of 5,450,000 warrants to purchase Class A Ordinary Shares, each warrant entitling the Sponsor, upon exercise, to purchase one Class A Ordinary Share (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Business Combination, the Private Placement Warrants become exercisable beginning September 10, 2021 for one Ordinary Share of HoldCo at a price of $11.50 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Business Combination.
4. Represents private placement warrants purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of HoldCo in connection with the Business Combination.
Remarks:
As a result of the closing of the Business Combination, completed on August 11, 2021, the reporting persons have ceased to beneficially own more than 10% of the outstanding common stock of the Issuer and the Sponsor is no longer a reporting person.
/s/ David Sin 08/13/2021
** 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).
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