Sorrento Therapeutics, Inc. Form 4 (March 17, 2023)

Summary

A Form 4 for Henry Ji, a director and officer of Sorrento Therapeutics, Inc. [SRNEQ], reporting the settlement on March 17, 2023 of a put option written on August 26, 2022 and attributed to BioVintage, Inc. Footnotes state that after the Board of Directors declared a stock dividend on December 30, 2022 of 0.1410127 of a share of Scilex Holding Company common stock per Sorrento share, the put option was adjusted to relate to 19,500 Sorrento shares and 2,730 Scilex shares. On settlement, the reporting person acquired 19,500 shares of Sorrento Common Stock and 2,730 shares of Scilex Common Stock at $8.6002 per Scilex share. The form lists 6,265,805 Sorrento shares owned directly and 2,271,693 in family trusts. It is signed /s/ Henry Ji, Ph.D. on 03/20/2023.

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Full text

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 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
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 * Ji Henry (Last) (First) (Middle) C/O SORRENTO THERAPEUTICS, INC. 4955 DIRECTORS PLACE (Street) SAN DIEGO CA 92121 (City) (State) (Zip) | Ji Henry | (Last) | (First) | (Middle) | C/O SORRENTO THERAPEUTICS, INC. | 4955 DIRECTORS PLACE | SAN DIEGO | CA | 92121 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Sorrento Therapeutics, Inc. [ SRNEQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks | X | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | See Remarks
3. Date of Earliest Transaction
 (Month/Day/Year) 03/17/2023
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | Rule 10b5-1(c) Transaction Indication | Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 | 03/17/2023 | X (1) (2) | 19,500 | A | $ 0.8027 | 20,000 | I | By BioVintage, Inc.
Common Stock | 6,265,805 | D
Common Stock | 2,271,693 | I | See Footnote (3)
Common Stock | 40,000 | I | By spouse
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
Put Option (obligation to buy) | $ 0.8027 | 03/17/2023 | D | 195 | 08/26/2022 | 03/17/2023 | Common Stock | 19,500 | $ 0.00 | 0 | I | By BioVintage, Inc.
Explanation of Responses:
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
/s/ Henry Ji, Ph.D. | 03/20/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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