Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
NantHealth, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
630104107
(CUSIP Number)
June 1, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 07177M103 | Schedule 13G | Page 2 of 5 |
| 1. | Name of Reporting Persons:
Allscripts Healthcare Solutions, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power:
15,000,000 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
15,000,000 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person:
15,000,000 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9):
12.4% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Assumes there are 120,732,690 shares of NantHealth, Inc.’s (the “Company”) common stock outstanding. This number was calculated by adding (a) 114,232,690, being the number of shares of the Company’s common stock outstanding as of March 31, 2016 according to the Company’s Prospectus dated June 1, 2016 and filed by the Company with the SEC on June 3, 2016 (the “Prospectus”), based on certain assumptions as described in the Prospectus, and (b) 6,500,000, being the number shares of common stock offered by the Company in the Company’s initial public offering (assuming no exercise of the underwriters’ option to purchase additional shares) pursuant to the Prospectus. |
| Item 1. | (a). | Name of Issuer NantHealth, Inc. | ||
| (b). | Address of Issuer’s Principal Executive Offices: 9920 Jefferson Blvd. Culver City, California 90230 | |||
| Item 2. | (a) | Name of Person Filing Allscripts Healthcare Solutions, Inc. | ||
| (b). | Address of Principal Business Office 222 Merchandise Mart Plaza, Suite 2024 Chicago, Illinois 60654 | |||
| (c). | Citizenship Delaware | |||
| (d). | Title of Class of Securities: Common Stock, par value $0.0001 per share | |||
| (e). | CUSIP Number: 630104107 | |||
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
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| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 15,000,000 | |||||||
| (b) | Percent of class: 12.4% | |||||||
| (c) | Number of shares as to which the reporting person has: | |||||||
| (i) | Sole power to vote or to direct the vote: | 15,000,000 | ||||||
| (ii) | Shared power to vote or to direct the vote: | 0 | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: | 15,000,000 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: | 0 | ||||||
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 8, 2016
| Allscripts Healthcare Solutions, Inc. | ||
| By: | /s/ Brian P. Farley | |
| Name: | Brian P. Farley | |
| Title: | SVP, General Counsel and Corporate Secretary | |
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