Patrick Soon - Dec 12, 2022 Form 4 Insider Report for ImmunityBio, Inc. (IBRX)

Role
Executive Chairman, Global Chief Scientific and Medical Officer, Director, 10%+ Owner
Signature
/s/ Patrick Soon-Shiong, /s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities, and /s/ Charles Kenworthy, Manager of California Capital Equity, LLC
Stock symbol
IBRX
Transactions as of
Dec 12, 2022
Transactions value $
-$5
Form type
4
Date filed
12/14/2022, 03:23 PM
Previous filing
Nov 8, 2022
Next filing
May 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IBRX Common Stock Conversion of derivative security $56.6M +9.99M $5.67 9.99M Dec 12, 2022 See footnote F1
holding IBRX Common Stock 29.5M Dec 12, 2022 Direct
holding IBRX Common Stock 262M Dec 12, 2022 See footnote F2
holding IBRX Common Stock 8.38M Dec 12, 2022 See footnote F3
holding IBRX Common Stock 7.98M Dec 12, 2022 See footnte F4
holding IBRX Common Stock 5.62M Dec 12, 2022 See footnote F5
holding IBRX Common Stock 100K Dec 12, 2022 See footnote F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IBRX Second Amended and Restated Convertible Promissory Note Conversion of derivative security -$56.6M $0 Dec 12, 2022 Common Stock $5.67 See footnote F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by NantWorks, LLC ("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 securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks.
F2 Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by 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.
F3 Shares held by NantBio, Inc. ("NantBio"). NantWorks is the majority stockholder and may be deemed to have beneficial ownership of the shares held by NantBio. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the shares held by NantBio.
F4 Shares held by CalCap. The reporting person owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap.
F5 Shares held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the "Foundation"). The Foundation has the sole power to vote and direct the disposition of all shares directly owned by the Foundation, except to the extent it may be deemed to share such power with the reporting person by virtue of the reporting person's control over the Foundation. The reporting person serves as Chairman of the Foundation.
F6 Shares held by Nant Capital, LLC, an investment vehicle of the reporting person.
F7 On August 31, 2022, the terms of the original fixed-rate promissory note were amended and restated to include a conversion feature that gave the lender the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under the note at the time of conversion into shares of the Issuer's common stock at a price of $5.67 per share. On December 12, 2022, the lender converted $56,625,841.51 in outstanding principal and accrued unpaid interest into 9,986,920 shares of the Issuer's common stock at a price of $5.67 per share.
F8 Represents the entire outstanding principal amount and accrued and unpaid interest due as of December 12, 2022.
F9 Second Amended and Restated Convertible Promissory Note held by NantWorks. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks.

Remarks:

Executive Chairman, Global Chief Scientific and Medical Officer