Lam Thomas S. Form 4/A Apollo Medical / Thomas S. Lam ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/12/2017

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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(1)(2)	12/08/2017		J(2)		1,664,054	A	(2)	1,664,054	I	By Allied Physicians of California, A Professional Medical Corporation ("Allied")(1)

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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock(1)(3)	$9	12/08/2017		J(3)		68,317.43		10/14/2015	10/14/2020	Common Stock	68,317.43	(3)	68,317.43	I	By Allied(1)
Warrants to purchase Common Stock(1)(3)	$10	12/08/2017		J(3)		34,158.69		03/30/2016	03/30/2021	Common Stock	34,158.69	(3)	34,158.69	I	By Allied(1)
Warrants to purchase Common Stock(1)(2)	$10	12/08/2017		J(2)		55,337.13		12/08/2017	12/08/2022	Common Stock	55,337.13	(2)	55,337.13	I	By Allied(1)
Warrants to purchase Common Stock(1)(2)	$11	12/08/2017		J(2)		52,262.84		12/08/2017	12/08/2022	Common Stock	52,262.84	(2)	52,262.84	I	By Allied(1)

Explanation of Responses:

1. 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.

2. 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"). Immediately prior to the closing of the Merger (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) 1,664,054 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, (iii) a warrant to purchase 55,337.13 shares of common stock of the Issuer at an exercise price of $10.00 per share, (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 184,894.80 shares of common stock of the Issuer).

3. Immediately prior to the Closing, NMM made an in-kind distribution on a pro rata basis to its shareholders (including Allied) of the following warrants, which warrants were previously held by NMM: (i) 1,111,111 Series A warrants (of which Allied will receive 68,317.43 Series A warrants) to purchase common stock of the Issuer, exercisable at any time prior to October 14, 2020 at an exercise price of $9.00 per share, and (ii) 555,555 Series B warrants (of which Allied will receive 34,158.69 Series B warrants) to purchase common stock of the Issuer, exercisable at any time prior to March 30, 2021 at an exercise price of $10.00 per share.

	/s/ Thomas S. Lam, M.D.	12/18/2017
	** Signature of Reporting Person	Date
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