Sec Form 4 Filing - Ji Henry @ Scilex Holding Co - 2023-03-17

Insider filing report for Changes in Beneficial Ownership
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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
Ji Henry
2. Issuer Name and Ticker or Trading Symbol
Scilex Holding Co [ SCLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairperson
(Last) (First) (Middle)
C/O SCILEX HOLDING COMPANY, 960 SAN ANTONIO ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2023
(Street)
PALO ALTO, CA94303
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
Common Stock 03/17/2023 J( 1 )( 2 ) 2,730 A $ 8.6002 2,730 I By BioVintage, Inc.
Common Stock 603,298 ( 3 ) D
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ji Henry
C/O SCILEX HOLDING COMPANY
960 SAN ANTONIO ROAD
PALO ALTO, CA94303
X Executive Chairperson
Signatures
/s/ Henry Ji, Ph.D. 03/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 30, 2022, the Board of Directors of Sorrento Therapeutics, Inc. ("Sorrento") 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 the Issuer ("Scilex Common Stock") for each one share of common stock, par value $0.0001 per share, of Sorrento ("Sorrento Common Stock"). The Reporting Person wrote a put option in Sorrento Common Stock on August 26, 2022 (the "Put Option"), which was adjusted as a result of the Stock 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.
( 2 )(continued from footnote 1) The Put Option settled on March 17, 2023 and resulted in the Reporting Person acquiring 2,730 shares of Scilex Common Stock at a price of $8.6002 per share of Scilex Common Stock, in addition to 19,500 shares of Sorrento Common Stock at a price of $0.80268 per share of Sorrento Common Stock.
( 3 )As a result of the Dividend, the Reporting Person received 603,298 shares of Scilex Common Stock on January 19, 2023. Shares received pursuant to the Dividend were not previously reported as they were acquired in a transaction exempt under Rule 16a-9(a) of the Securities Exchange Act of 1934, as amended.

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