Lam Thomas S. Form 3 Apollo Medical / Thomas S. Lam ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lam Thomas S.

(Last) (First) (Middle)

1668 S. GARFIELD AVENUE

2ND FLOOR

(Street)

ALHAMBRA CA 91801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2016

3. Issuer Name and Ticker or Trading Symbol
Apollo Medical Holdings, Inc. [ AMEH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,222,222(1)(2)(3)	I	By Network Medical Management, Inc.(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	10/14/2015	(5)	Common Stock	1,111,111(2)(3)	(5)	I	By Network Medical Management, Inc.(4)
Warrants to purchase Common Stock	10/14/2015	10/14/2020	Common Stock	1,111,111(2)(3)	9	I	By Network Medical Management, Inc.(4)

Explanation of Responses:

1. Reporting Person became a director of the Issuer on January 19, 2016.

2. Represents securities held by Network Medical Management, Inc. ("NMM") prior to Reporting Person becoming a director of the Issuer.

3. The Common Stock beneficially owned by NMM is comprised of (a) 1,111,111 shares of Common Stock that may be acquired upon conversion of Series A Preferred Stock that is currently convertible, and (b) 1,111,111 shares of Common Stock that may be acquired upon exercise of a currently exercisable Warrant.

4. These shares are owned directly by NMM, 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.

5. The Series A Preferred Stock is convertible into Common Stock, at the option of NMM, at any time after issuance at an initial conversion rate of one-for-one, subject to adjustment in the event of stock dividends, stock splits and certain other similar transactions. The Series A Preferred Stock is mandatorily convertible not sooner than the earlier to occur of (i) the later of (x) January 31, 2017 or (y) 60 days after the date on which the Issuer files its quarterly report on Form 10Q for the period ending September 30, 2016; or (ii) the date on which the Issuer received the written, irrevocable decision of NMM not to require a redemption of the Series A Preferred Stock, in the event that the Issuer engages in one or more transactions resulting in gross proceeds of not less than $5,000,000, not including the proceeds of the transaction with NMM.

	/s/ Thomas S. Lam, M.D.	01/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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