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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X
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)
9922 JEFFERSON BOULEVARD

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sorrento Therapeutics, Inc. [ SRNE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
07/07/2016
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 07/28/2015 G 720,174 D (1) 0(2) D(3)
Common Stock 07/28/2015 G 720,174 A (1) 7,878,098(4) I(3) Through The Chan Soon-Shiong Family Foundation(5)
Common Stock 07/07/2016 S 7,878,098 D (6) 0 I(3) Through The Chan Soon-Shiong Family Foundation(5)
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
Warrant $5.8(7) 07/08/2016 J(8) 500,000 12/22/2014 12/22/2017 Common Stock 500,000 (8) 1,224,138 I(3) Through Cambridge Equities, LP(9)
1. Name and Address of Reporting Person*
SOON-SHIONG PATRICK

(Last) (First) (Middle)
9922 JEFFERSON BOULEVARD

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chan Soon-Shiong Family Foundation

(Last) (First) (Middle)
9922 JEFFERSON BOULEVARD

(Street)
CULVER CITY CA 90232

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

(Last) (First) (Middle)
9922 JEFFERSON BOULEVARD

(Street)
CULVER CITY CA 90232

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

(Last) (First) (Middle)
9922 JEFFERSON BOULEVARD

(Street)
CULVER CITY CA 90232

(City) (State) (Zip)
Explanation of Responses:
1. These 720,174 shares of common stock of Sorrento Therapeutics, Inc. (the "Company") were donated by Dr. Patrick Soon-Shiong to The Chan Soon-Shiong Family Foundation (the "Foundation") on July 28, 2015. Prior Form 4 filings erroneously reported these shares as being held by Dr. Soon-Shiong.
2. This number excludes shares of the Company sold by Dr. Soon-Shiong since July 28, 2015, which sales were reported on previous Form 4 filings.
3. This filing constitutes an exit filing for all reporting persons as they are no longer subject to Section 16 under the Securities Exchange Act of 1934.
4. This number excludes shares of the Company sold by the Foundation since July 28, 2015, which sales were reported on previous Form 4 filings.
5. Dr. Soon-Shiong is the Chairman of The Chan Soon-Shiong Family Foundation.
6. On July 7, 2016, pursuant to a privately negotiated transaction, (i) the Foundation sold 7,878,098 shares of common stock of the Company and (ii) Cambridge Equities, LP ("Cambridge Equities") surrendered to the Company and forfeited its right to acquire 500,000 shares of common stock of the Company under a warrant previously exercisable for 1,724,138 shares of common stock of the Company (the "Warrant"), in exchange for 5,618,326 shares of common stock, par value $0.0001 per share of NantKwest, Inc. owned by the Company and aggregate cash consideration of $15,639,071.95 (the "Transaction").
7. The exercise price of the Warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like.
8. As described in Footnote 5 above, as part of the Transaction, Cambridge Equities surrendered to the Company and forfeited its right to acquire 500,000 shares of common stock of the Company under the Warrant.
9. Dr. Soon-Shiong is the sole member of MP 13 Ventures, LLC, which is the general partner of Cambridge Equities, LP.
Remarks:
This Form 4 shall not be deemed to be an admission by any reporting person hereunder that it or he is the beneficial owner, for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), for purposes of Section 13 of the Exchange Act, or for any other purpose, of any of the securities reported herein. Without limiting the immediately preceding sentence, each reporting person hereunder expressly disclaims beneficial ownership, for purposes of Section 16 of the Exchange Act, of all securities reported herein, except to the extent of its or his pecuniary interest therein.
/s/ Patrick Soon-Shiong on behalf of himself and each other reporting person 07/11/2016
** 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 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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