Sec Form 4 Filing - Adcock Richard @ ImmunityBio, Inc. - 2021-03-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Adcock Richard 2. Issuer Name and Ticker or Trading Symbol ImmunityBio, Inc. [ IBRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NANTKWEST, INC., 3530 JOHN HOPKINS COURT 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2021 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 03/09/2021 J( 2 ) 172,420 ( 3 ) ( 3 ) Common Stock 172,420 $ 0 172,420 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adcock Richard C/O NANTKWEST, INC. 3530 JOHN HOPKINS COURT SAN DIEGO, CA92121 X Chief Executive Officer Signatures /s/ Sonja Nelson, as Attorney-in-Fact 04/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of ImmunityBio, Inc. common stock. ( 2 )Upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of December 21, 2020, by and among NantKwest. Inc. ("NantKwest"), Nectarine Merger Sub, Inc., a wholly owned subsidiary of NantKwest ("Merger Sub"), and ImmunityBio, Inc. ("ImmunityBio"), Merger Sub merged with and into ImmunityBio, with ImmunityBio surviving as a wholly owned subsidiary of NantKwest and was renamed NantCell, Inc. Following the completion of the merger, NantKwest was renamed ImmunityBio, Inc. In the merger, NantKwest issued to the stockholders of ImmunityBio 0.8190 of a share of its common stock, par value $0.0001 per share, for each outstanding share of ImmunityBio common stock, and the derivative securities of ImmunityBio were also correspondingly converted to derivatives of NantKwest at the same ratio. ( 3 )Five percent (5%) of the 172,420 RSUs (rounded down to the nearest whole share) will vest on September 9, 2021; five percent (5%) of the RSUs (rounded down to the nearest whole share) will vest on the earlier of (A) December 31, 2022 and (B) the 60th day following approval by the Food and Drug Administration (FDA) of a biologics license application (BLA) or equivalent application for approval of Anktiva for use in the treatment of non-muscle invasive bladder cancer; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2023; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2024; twenty percent (20%) of the RSUs (rounded down to the nearest whole share) will vest on December 31, 2025; and the remaining RSUs will vest on December 31, 2026.

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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