SEC Form 3
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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1. Name and Address of Reporting Person*
ABG Management Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/07/2016
3. Issuer Name and Ticker or Trading Symbol
Sorrento Therapeutics, Inc. [ SRNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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, $0.0001 par value 397,853 I By ABG II-SO Limited(1)(2)(3)(4)
Common Stock, $0.0001 par value 1,441,441 I By Ally Bridge LB Healthcare Master Fund Limited(1)(2)(3)(5)
Common Stock, $0.0001 par value 3,243,242 I By ABG SRNE Limited(1)(2)(3)(6)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (7) 05/31/2019 Common Stock, $0.0001 par value 432,432 8.5 I By Ally Bridge LB Healthcare Master Fund Limited(1)(2)(3)(5)
Warrants (7) 05/31/2019 Common Stock, $0.0001 par value 432,432 8.5 I By ABG SRNE Limited(1)(2)(3)(6)
Warrants (8) 06/07/2019 Common Stock, $0.0001 par value 540,540 8.5 I By ABG SRNE Limited(1)(2)(3)(6)
1. Name and Address of Reporting Person*
ABG Management Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABG SRNE Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ally Bridge Group Capital Partners II, L.P.

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABG II-SO Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ally Bridge LB Healthcare Master Fund Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ally Bridge LB Management Ltd

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ally Bridge Group Innovation Capital Partners III, L.P.

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Yu Fan

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Li Bin

(Last) (First) (Middle)
UNIT 3002-3004, 30TH FLOOR,
GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)
HONG KONG K3 00000

(City) (State) (Zip)
Explanation of Responses:
1. The Form 3 is filed by and on behalf of each of the following persons (each a "Reporting Person"): (i) ABG II-SO Limited ("ABG II-SO"), a British Virgin Islands limited company, (ii) Ally Bridge Group Capital Partners II, L.P., a Cayman Islands limited partnership, (iii) Ally Bridge LB Healthcare Master Fund Limited ("ABG LB"), a Cayman Islands limited company, (iv) Ally Bridge LB Management Limited, a Cayman Islands limited company, (v) ABG SRNE Limited ("ABG SRNE"), a British Virgin Islands limited company, (vi) Ally Bridge Group Innovation Capital Partners III, L.P., a Cayman Islands limited company, (vii) ABG Management Ltd., a Cayman Islands limited partnership, (viii) Mr. Fan Yu, a director of ABG LB and a shareholder and director of Ally Bridge LB Management Limited, and the sole shareholder and director of ABG Management Ltd., and (ix) Mr. Bin Li, a director and executive officer of ABG LB and a shareholder and director of Ally Bridge LB Management Limited.
2. The Reporting Persons are making this joint, single filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act 1934, as amended (the "Act"). According to a Form 8-K filing by the Issuer on July 7, 2016, the Issuer consummated a transaction that involved, among other things, the purchase by the Issuer of shares of its own common stock from another party. As a result of this transaction, the reporting persons believe they collectively own more than 10% of the Issuer's securities for purposes of Section 16 of the Exchange Act.
3. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
4. ABG II-SO directly owns 397,853 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Capital Partners II, L.P., as parent of ABG II-SO, (ii) ABG Management Ltd., as manager of Ally Bridge Group Capital Partners II, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.
5. ABG LB directly owns (i) 1,441,441 shares of common stock of the Issuer and (ii) warrants to purchase 432,432 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge LB Management Limited, as manager of ABG LB, (ii) Mr. Fan Yu, as a shareholder and director of Ally Bridge LB Management Limited, and (iii) Mr. Bin Li, as a shareholder and director of Ally Bridge LB Management Limited.
6. ABG SRNE directly owns (i) 3,243,242 shares of common stock of the Issuer and (ii) warrants to purchase 972,972 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Innovation Capital Partners III, L.P., as owner of the sole voting share of ABG SRNE, (ii) ABG Management Ltd., as manager of Ally Bridge Group Innovation Capital Partners III, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.
7. The warrants are exercisable at any time on or after May 31, 2016.
8. The warrants are exercisable at any time on or after June 7, 2016.
ABG II-SO LIMITED By: /s/ Yeh Shan-ju Name: Yeh Shan-ju Title: Director 07/15/2016
ALLY BRIDGE GROUP CAPITAL PARTNERS II, L.P. By: /s/ Yu Fan Name: Yu Fan Title: Chief Executive Officer and Chief Investment Officer 07/15/2016
ALLY BRIDGE LB HEALTHCARE MASTER FUND LIMITED By: /s/ Li Bin Name: Li Bin Title: Director 07/15/2016
ALLY BRIDGE LB MANAGEMENT LIMITED By: /s/ Li Bin Name: Li Bin Title: Director 07/15/2016
ABG SRNE LIMITED By: /s/ Yeh Shan-ju Name: Yeh Shan-ju Title: Director 07/15/2016
ALLY BRIDGE GROUP INNOVATION CAPITAL PARTNERS III, L.P. By: /s/ Yu Fan Name: Yu Fan Title: Chief Executive Officer and Chief Investment Officer 07/15/2016
ABG MANAGEMENT LTD. By: /s/ Yu Fan Name: Yu Fan Title: Director 07/15/2016
Yu Fan /s/ Yu Fan 07/15/2016
Li Bin /s/ Li Bin 07/15/2016
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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