Sec Form 4 Filing - Ji Henry @ Sorrento Therapeutics, Inc. - 2016-11-08

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
Sorrento Therapeutics, Inc. [ SRNE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O SORRENTO THERAPEUTICS, INC., 9380 JUDICIAL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2016
(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
Common Stock 11/08/2016 A 67,931 A 67,931 I See Footnote ( 3 )
Common Stock 17,776 D
Common Stock 2,053,162 I See Footnote ( 4 )
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) Da te 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 SORRENTO THERAPEUTICS, INC.
9380 JUDICIAL DRIVE
SAN DIEGO, CA92121
X President and CEO
Signatures
/s/ Henry Ji 11/09/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to a stock purchase agreement by and among the Issuer, Scilex Pharmaceuticals Inc. ("Scilex"), the stockholders of Scilex party thereto (the "Scilex Stockholders") and SPI Shareholders Representative, LLC, as representative of the Scilex Stockholders (the "Stock Purchase Agreement"), an entity of which the Reporting Person and his spouse are the sole members and managing directors (the "Entity") sold 1,368,681 shares of common stock of Scilex to the Issuer in exchange for 67,931 shares of common stock of the Issuer. The Stock Purchase Agreement, which was entered into on November 8, 2016, placed a value on the Issuer's common stock of $6.33 per share.
( 2 )(Continued from Footnote 1) Of the 67,931 shares issued to the Entity pursuant to the Stock Purchase Agreement, 13,586 are currently being held in escrow and are subject to forfeiture until May 8, 2017 to satisfy claims arising as a result of Scilex's or the Entity's breach of their representations, warranties or covenants contained in the Stock Purchase Agreement.
( 3 )Shares are held by an entity of which the Reporting Person and his spouse are the sole members and managing directors.
( 4 )Shares are held in family trust, of which the Reporting Person is a co-trustee with his wife.

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