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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call option (1) | $ 0.16 | 10/17/2012 | D(2) | 300,000 | (3) | 05/15/2022 | Common Stock | 300,000 | $ 0 | 0 | D | ||||
| Non-qualified stock option | $ 0.16 | 10/17/2012 | A | 400,000 | (4) | 10/17/2022 | Common Stock | 400,000 | $ 0 | 400,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Salka Michael Scott C/O SORRENTO THERAPEUTICS, INC. 6042 CORNERSTONE CT. W, SUITE B SAN DIEGO, CA 92121 |
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| /s/ Henry Ji, Ph.D., Attorney-in-Fact for Scott Salka | 10/19/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reporting person purchased the call option (the "Option") for no consideration pursuant to a grant of the Option made by SDL Ventures, LLC, which is controlled by Donald R. Scifres ("Scifres"), on May 15, 2012. The Option entitled the reporting person to purchase shares of the issuer for $0.16 per share, subject to vesting, as described in footnote 3. The common stock of the issuer underlying the Option was deemed to have been purchased on December 29, 2011 by Donald R. Scifres 2011 Annuity Trust, which is controlled by Scifres, for a purchase price of $0.16 per share. |
| (2) | The Option was surrendered to the issuer by the reporting person. |
| (3) | 1/3 of the shares underlying the Option were scheduled to vest on February 15, 2013, subject to the reporting person's continuous service on the issuer's board of directors through such date and the remainder of the shares underlying the Option were scheduled to vest in equal monthly installments over the remaining 24 months thereafter, subject to the reporting person's continuous service on the issuer's board of directors through each such vesting date. |
| (4) | 1/48 of the original number of shares subject to this option shall vest and become exercisable following each one-month period of service starting on February 15, 2012, subject to the reporting person's continued service on the issuer's board of directors on each such date. |