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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put Option (obligation to buy) | $ 0.8027 | 03/17/2023 | D | 195 | 08/26/2022 | 03/17/2023 | Common Stock | 19,500 | $ 0 | 0 | I | By BioVintage, Inc. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ji Henry C/O SORRENTO THERAPEUTICS, INC. 4955 DIRECTORS PLACE SAN DIEGO, CA 92121 |
X | See Remarks | ||
| /s/ Henry Ji, Ph.D. | 03/20/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On December 30, 2022, the Issuer's Board of Directors declared a stock dividend (the "Dividend") to all holders of record of its common stock as of the close of business on January 9, 2023, of 0.1410127 of a share of common stock, par value $0.0001 per share, of Scilex Holding Company ("Scilex Common Stock") for each one share of common stock, par value $0.0001 per share, of the Issuer ("Sorrento Common Stock"). The Put Option written by the Reporting Person on August 26, 2022 (the "Put Option") was previously reported at an exercise price of $5.50 per share of Sorrento Common Stock, which was adjusted as a result of the Dividend to relate to an aggregate of 19,500 shares of Sorrento Common Stock and 2,730 shares of Scilex Common Stock and to reflect a corresponding change to the exercise price of the Put Option to $0.80268 per share of Sorrento Common Stock and $8.6002 per share of Scilex Common Stock. The Put Option settled on March 17, 2023 and resulted in the Reporting Person |
| (2) | (Continued Footnote 1) acquiring 19,500 shares of Sorrento Common Stock at a price of $0.80268 per share of Sorrento Common Stock, in addition to 2,730 shares of Scilex Common Stock at a price of $8.6002 per share of Scilex Common Stock. |
| (3) | Shares are held in family trusts of which the Reporting Person is a co-trustee with his spouse. |
| Remarks: President, CEO and Chairman of the Board of Directors |
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