ABG Innovation-SO Form 4 Sorrento Therapeutics / Bin Li 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^*

ABG Management Ltd

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sorrento Therapeutics, Inc. [ SRNE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2018

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

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

	Form filed by One Reporting Person
X	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	02/05/2018		S		16,265	D	$8.0038	1,310,588	I	Through ABG II-SO Limited(1)(2)(3)(4)(5)
Common Stock								1,991,441	I	Through Ally Bridge LB Healthcare Master Fund Limited(1)(2)(3)(4)(6)
Common Stock	02/05/2018		S		37,483	D	$8.0038	3,041,759	I	Through ABG SRNE Limited(1)(2)(3)(4)(7)
Common Stock	02/05/2018		S		16,973	D	$8.0038	1,408,027	I	Through ABG Innovation-SO Limited(1)(2)(3)(4)(8)

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	$8.5							(9)	05/31/2019	Common Stock	432,432		432,432	I	Through Ally Bridge LB Healthcare Master Fund Limited(1)(2)(3)(4)(6)
Warrants	$8.5							(9)	05/31/2019	Common Stock	432,432		432,432	I	Through ABG SRNE Limited(1)(2)(3)(4)(7)
Warrants	$8.5							(10)	06/07/2019	Common Stock	540,540		540,540	I	Through ABG SRNE Limited(1)(2)(3)(4)(7)

1. Name and Address of Reporting Person^*

ABG Management Ltd

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABG SRNE Ltd

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ally Bridge Group Capital Partners II, L.P.

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABG II-SO Ltd

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ally Bridge LB Healthcare Master Fund Ltd

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ally Bridge LB Management Ltd

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ally Bridge Group Innovation Capital Partners III, L.P.

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABG Innovation-SO Ltd

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yu Fan

(Last) (First) (Middle)

UNIT 3002-3004, 30TH FLOOR

GLOUCESTER TOWER, THE LANDMARK, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Li Bin

(Last) (First) (Middle)

UNIT 1602, 16/F, WHEELOCK HOUSE

20 PEDDER STREET, CENTRAL

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

Explanation of Responses:

1. The Reporting Persons are making this joint, single filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act 1934 as amended (the "Act").

2. The Form 4 is filed by and on behalf of each of the following persons (each a "Reporting Person"): (i) ABG II-SO Limited ("ABG II-SO"), a British Virgin Islands limited company, (ii) Ally Bridge Group Capital Partners II, L.P., a Cayman Islands limited partnership, (iii) Ally Bridge LB Healthcare Master Fund Limited ("ABG LB"), a Cayman Islands limited company, (iv) Ally Bridge LB Management Limited, a Cayman Islands limited company, (v) ABG SRNE Limited ("ABG SRNE"), a British Virgin Islands limited company, (vi) Ally Bridge Group Innovation Capital Partners III, L.P., a Cayman Islands limited company, (vii) ABG Management Ltd., a Cayman Islands limited partnership, (viii) ABG Innovation-SO Limited, a British Virgin Islands limited company,

3. (ix) Mr. Fan Yu, a director of ABG LB and a shareholder and director of Ally Bridge LB Management Limited, and the sole shareholder and director of ABG Management Ltd., and (x) Mr. Bin Li, a director and executive officer of ABG LB and a shareholder and director of Ally Bridge LB Management Limited.

4. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purpose of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

5. ABG II-SO directly owns 1,310,588 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Capital Partners II, L.P., as parent of ABG II-SO, (ii) ABG Management Ltd., as manager of Ally Bridge Group Capital Partners II, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.

6. ABG LB directly owns (i) 1,991,441 shares of common stock of the Issuer and (ii) warrants to purchase 432,432 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge LB Management Limited, as manager of ABG LB, (ii) Mr. Fan Yu, as a shareholder and director of Ally Bridge LB Management Limited, and (iii) Mr. Bin Li, as a shareholder and director of Ally Bridge LB Management Limited.

7. ABG SRNE directly owns (i) 3,041,759 shares of common stock of the Issuer and (ii) warrants to purchase 972,972 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Innovation Capital Partners III, L.P., as owner of the sole voting share of ABG SRNE, (ii) ABG Management Ltd., as manager of Ally Bridge Group Innovation Capital Partners III, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.

8. Ally Bridge Group Innovation Capital Partners III, L.P. is the owner of the sole voting share of ABG Innovation-SO Limited, which directly owns 1,408,027 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Innovation Capital Partners III, L.P., (ii) ABG Management Ltd., as manager of Ally Bridge Group Innovation Capital Partners III, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.

9. The warrants are exercisable at any time on or after May 31, 2016.

10. The warrants are exercisable at any time on or after June 7, 2016.

Remarks:

	By: /s/ Yu Fan on behalf of ABG Management Ltd.	02/07/2018
	By: /s/ Yu Fan on behalf of ABG SRNE Limited	02/07/2018
	By: /s/ Yu Fan on behalf of Ally Bridge Group Capital Partners II, L.P.	02/07/2018
	By: /s/ Yu Fan on behalf of ABG II-SO Limited	02/07/2018
	By: /s/ Yu Fan on behalf of Ally Bridge LB Healthcare Master Fund Limited	02/07/2018
	By: /s/ Yu Fan on behalf of Ally Bridge LB Management Limited	02/07/2018
	By: /s/ Yu Fan on behalf of Ally Bridge Group Innovation Capital Partners III, L.P.	02/07/2018
	By: /s/ Yu Fan on behalf of ABG Innovation-SO Limited	02/07/2018
	/s/ Yu Fan	02/07/2018
	By: /s/ Yu Fan on behalf of Li Bin	02/07/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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