UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sim Kenneth T. 1668 S. GARFIELD AVE. 2ND FL. ALHAMBRA, CA 91801 |
 X |  |  Executive Chairman |  |
/s/ KENNETH T. SIM | 03/29/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | On December 8, 2017, a reverse merger transaction between the Issuer and Network Medical Management, Inc. ("NMM") was consummated such that NMM became a wholly-owned subsidiary of the Issuer (the "Merger"). Pursuant to and effective as of the closing of the Merger (the "Closing"), the Reporting Person became an officer (i.e., Executive Chairman) and director of the Issuer. |
(2) | Immediately prior to the Closing, the Reporting Person was a shareholder of NMM. Pursuant to the Merger, the shares of NMM common stock previously held by Reporting Person were converted into (i) 1,563,804 shares of common stock of the Issuer, (ii) a warrant to purchase 48,587.12 shares of common stock of the Issuer at an exercise price of $11.00 per share (this was previously reported on the Form 3 filed by the Reporting Person on December 18, 2017), (iii) a warrant to purchase 51,445.18 shares of common stock of the Issuer at an exercise price of $10.00 per share (this was previously reported on the Form 3 filed by the Reporting Person on December 18, 2017), (iv) cash in lieu of fractional shares, and (v) the Reporting Person's pro rata portion, if any, of the holdback shares of common stock of the Issuer (such pro rata portion of the holdback shares would, without offset, initially be equal to 173,756.04 shares of common stock of the Issuer). |
(3) | These shares and warrants are owned directly by Allied Physicians of California, A Professional Medical Corporation ("Allied"), of which Reporting Person is a director, officer and shareholder. Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Reporting Person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
(4) | Immediately prior to the Closing, Allied was a shareholder of NMM. Pursuant to the Merger, the shares of NMM common stock previously held by Allied were converted into (i) 1,682,109 shares of common stock of the Issuer, (ii) a warrant to purchase 52,262.84 shares of common stock of the Issuer at an exercise price of $11.00 per share (this was previously reported on the Form 3 filed by the Reporting Person on December 18, 2017), (iii) a warrant to purchase 55,337.13 shares of common stock of the Issuer at an exercise price of $10.00 per share (this was previously reported on the Form 3 filed by the Reporting Person on December 18, 2017), (iv) cash in lieu of fractional shares, and (v) Allied's pro rata portion, if any, of the holdback shares of common stock of the Issuer (such pro rata portion of the holdback shares would, without offset, initially be equal to 186,901.07 shares of common stock of the Issuer). |
 Remarks: This Form 3/A reflects holdings as of December 8, 2017.  This Form 3/A is being filed to correct a miscalculation in the number of shares of common stock deemed to be beneficially owned by the Reporting Person as of such date. |