4//SEC Filing
Network Medical Management, Inc. 4
Accession 0001553350-17-001362
CIK 0001083446other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 9:29 PM ET
Size
17.6 KB
Accession
0001553350-17-001362
Insider Transaction Report
Form 4
Network Medical Management, Inc.
10% Owner
Transactions
- Other
Warrants to purchase Common Stock
2017-12-08$9.00/sh−1,111,111$9,999,999→ 0 totalExercise: $9.00From: 2015-10-14Exp: 2020-10-14→ Common Stock (1,111,111 underlying) - Other
Warrants to purchase Common Stock
2017-12-08$9.00/sh−555,555$4,999,995→ 0 totalExercise: $10.00From: 2016-03-30Exp: 2021-03-30→ Common Stock (555,555 underlying) - Other
Series B Preferred Stock
2017-12-08$9.00/sh−555,555$4,999,995→ 0 totalFrom: 2016-03-30→ Common Stock (555,555 underlying) - Other
Series A Preferred Stock
2017-12-08$9.00/sh−1,111,111$9,999,999→ 0 totalFrom: 2015-10-14→ Common Stock (1,111,111 underlying)
Footnotes (7)
- [F1]The Series A Preferred Stock was convertible into Common Stock, at the option of the Reporting Person, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock was mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of the Reporting Person not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with the Reporting Person.
- [F2]On March 28, 2016, the Issuer filed an Amended and Restated Certificate of Designation (the "Amended Certificate of Designation") which amended a provision of the Certification of Designation dated October 15, 2015 (the "Original Certificate of Designation") that created the Issuer's Series A Preferred Stock (the "Series A Preferred Stock"), which was sold to the Reporting Person on October 15, 2015. The Amended Certificate of Designation changed a triggering event for the mandatory conversion of the Series A Preferred Stock. The Series A Preferred Stock had been mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than the transaction pursuant to which the Series A Preferred Stock was issued).
- [F3]The Amended Certificate of Designation now provides that the Series A Preferred Stock is mandatorily convertible if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series A Preferred Stock). Furthermore, the Amended Certificate of Designation provides that the Series A Preferred Stock and the Series B Preferred Stock will participate pro rata and pari passu in distributions upon the liquidation, winding up or dissolution of the company.
- [F4]The Reporting Person purchased 1,111,111 investment units at $9.00 per unit. Each investment unit was comprised of (a) one (1) share of Series A Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $9.00 per share.
- [F5]The Series B Preferred Stock was convertible into common stock, (a) at the option of the holder thereof at any time after issuance, and (b) mandatorily at any time prior to and including March 31, 2017, if the Issuer receives aggregate gross proceeds of not less than $5,000,000 in one or more transactions for the sale of its equity securities or securities convertible into, or exchangeable for, equity securities (other than any transactions with the holder of the Series B Preferred Stock). The Series B Preferred Stock was convertible into common stock at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions.
- [F6]The Reporting Person purchased 555,555 investment units at $9.00 per unit. Each investment unit is comprised of (a) one (1) share of Series B Preferred Stock that may be converted into one (1) share of common stock of the Issuer, and (b) one (1) warrant to purchase one (1) share of common stock of the Issuer at an exercise price of $10.00 per share.
- [F7]Pursuant to the Merger, and as of December 8, 2017, the Reporting Person no longer owns any beneficial interest in the Issuer. The following is a description of the disposition of the 1,111,111 shares of Series A Preferred Stock, 555,555 shares of Series B Preferred Stock and 1,666,666 warrants to purchase common stock previously disclosed in Table II as beneficially owned by Reporting Person: (A) upon Closing, the Reporting Person relinquished the value of the 1,111,111 shares of Series A preferred stock and 555,555 shares of Series B preferred stock of the Issuer previously held by the Reporting Person; and (B) immediately prior to Closing the Reporting Person made an in-kind distribution on a pro rata basis to its shareholders of 1,666,666 warrants to purchase common stock of the Issuer (comprised of 1,111,111 Series A warrants and 555,555 Series B warrants), which warrants were previously held by the Reporting Person.
Documents
Issuer
Apollo Medical Holdings, Inc.
CIK 0001083446
Entity typeother
Related Parties
1- filerCIK 0001656434
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 9:29 PM ET
- Size
- 17.6 KB