Explanatory Note: This Amendment No. 3 amends and supplements the Schedule 13D (as so amended,
this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2015, by the Reporting Persons (as defined below), with respect to the common stock, par value $0.0001 per share
(“Common Stock”), of NantKwest, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto filed with the SEC on October 23, 2015, and Amendment No. 2 thereto filed with the SEC on
July 11, 2016.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of this Schedule 13D is hereby amended by inserting the following:
In addition, on March 21, 2019, Dr. Patrick Soon-Shiong exercised the previously reported warrant to purchase 17,589,250 shares of the Issuer’s
Common Stock for an aggregate purchase price of approximately $35.2 million and his option to purchase 1,851,500 shares of the Issuer’s Common Stock for an aggregate purchase price of $4.1 million. The shares purchased upon exercise
were purchased on behalf of Dr. Soon-Shiong using his investment capital or funds under management.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby amended by inserting the following:
In addition, on March 21, 2019, Dr. Patrick Soon-Shiong exercised the previously reported warrant to purchase 17,589,250 shares of the Issuer’s
Common Stock for an aggregate purchase price of approximately $35.2 million and his option to purchase 1,851,500 shares of the Issuer’s Common Stock for an aggregate purchase price of $4.1 million.
Item 5. Interest in Securities of the Issuer.
The
disclosure in Item 5 is hereby amended and restated as follows:
(a) and (b) Cambridge Equities beneficially owns, in the aggregate, 40,575,814
shares of Common Stock, representing approximately 41.2% of the outstanding Common Stock of NantKwest. MP 13 Ventures and Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power with Cambridge
Equities over, all shares of Common Stock beneficially owned by Cambridge Equities.
The Foundation beneficially owns, in the aggregate, 5,618,326 shares
of Common Stock, representing approximately 5.7% of the outstanding Common Stock of the Company. Dr. Soon-Shiong may be deemed to beneficially own, and share voting power and investment power over, all shares of Common Stock beneficially owned
by the Foundation.
Dr. Soon-Shiong also beneficially owns 20,940,750 shares of Common Stock, which consists of 20,040,750 shares of Common Stock
directly owned by Dr. Soon-Shiong and an option to purchase 900,000 shares of Common Stock held by Dr. Soon-Shiong that is fully vested. Dr. Soon-Shiong has the sole power to vote or direct the vote, and the sole power to dispose or
direct the disposition, of all such 20,940,750 shares of Common Stock. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 67,134,890 shares of Common Stock, representing approximately 67.5% of the outstanding
Common Stock of the Issuer.
For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the
Issuer’s Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of (i) 79,087,734 shares of the Issuer’s Common Stock outstanding, as set forth in the Issuer’s Annual Report on Form
10-K
for the year ended December 31, 2018, filed with the SEC on March 13, 2019, (ii) 19,440,750 shares that were issued upon the exercise of an option and warrant held by Dr. Patrick Soon-Shiong
on March 21, 2019; and (iii) in the case of Dr. Soon-Shiong only, an option to purchase 900,000 shares of Common Stock held by Dr. Soon-Shiong that is fully vested .
(c) The information set forth in Item 3 above is hereby incorporated by reference in response to this Item 5(c).
(d) To the knowledge of the Reporting Persons, other than as described in this Schedule 13D, no other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it.
Page 6 of 9