Astrana Health Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:36

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sim Kenneth T.
2. Issuer Name and Ticker or Trading Symbol
Astrana Health, Inc. [ASTH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
C/O ASTRANA HEALTH, INC., 1668 S. GARFIELD AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
ALHAMBRA, CA 91801
4. If Amendment, Date 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
(City) (State) (Zip)
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 11/08/2024 A 66,667(5) A $ 0 448,526 D
Common Stock 11/08/2024 A 133,333(6) A $ 0 581,859(7) D
Common Stock 42,996(1) I By Kenneth T. Sim Pension Plan Trust
Common Stock 230,688(2) I By grantor retained annuity trust
Common Stock 520,117(3) I By Kenneth T & Simone S Sim Family Trust
Common Stock 7,132,698(4) I By Allied Physicians of California, a Professional Medical Corporation
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sim Kenneth T.
C/O ASTRANA HEALTH, INC.
1668 S. GARFIELD AVENUE, 2ND FLOOR
ALHAMBRA, CA 91801
X Executive Chairman

Signatures

/s/ Kathy Diep, as Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) These securities are held by the Kenneth T. Sim Pension Plan Trust U.A. dated 12/18/2007. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(2) These securities are held by a grantor retained annuity trust for the benefit of the Reporting Person and his children. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(3) These securities are held by the Kenneth T & Simone S Sim Family Trust U/A dated 11/07/2013. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(4) These securities are beneficially owned by Allied Physicians of California, a Professional Medical Corporation, of which the Reporting Person is a director, officer and shareholder. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(5) Restricted shares of the Issuer's common stock granted pursuant to the Issuer's 2024 Equity Incentive Plan. Provided the Reporting Person is still employed with the Issuer on the date of vesting, the shares of restricted stock shall vest in four equal annual installments beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors.
(6) Restricted shares of the Issuer's common stock granted pursuant to the Issuer's 2024 Equity Incentive Plan. Provided the Reporting Person is still employed with the Issuer on the date of vesting, and subject to the achievement of a pre-established performance goal, the shares of restricted stock shall, based on the date the performance goal is achieved, vest either (i) in four equal annual installments, beginning on a date during the first quarter of 2025 to be determined by the compensation committee of the Issuer's board of directors or (ii) three annual installments of 50%, 25% and 25%, respectively, beginning on a date during the first quarter of 2026 to be determined by the compensation committee.
(7) Includes 290,000 shares of restricted stock, which will vest as follows (in each case subject to continuous employment with the Issuer): (i) 96,667 shares, which will vest in four equal annual installments beginning in the first quarter of 2025; and (ii) grants of 30,000 shares, 30,000 shares and 133,333 shares, each of which will vest upon achievement of certain pre-established performance goals.

Remarks:
Power of Attorney is attached hereto as Exhibit 24.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.