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* SOON-SHIONG PATRICK (Last) (First) (Middle) C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 (Street) CARDIFF-BY-THE-SEA CA 92007-2133 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2015	3. Issuer Name and Ticker or Trading Symbol NantKwest, Inc. [ NK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO	5. 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 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	40,566,557	I	See footnote(1)

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
Warrant (right to buy)	(2)	07/27/2018	Common Stock	9,257	1.6204	I	See footnote(3)
Warrant (right to buy)	(4)	03/24/2019	Common Stock	17,589,250	1.9984	D
Stock Option (right to buy)	(5)	03/24/2019	Common Stock	1,851,500	2.1983	D

1. Name and Address of Reporting Person* SOON-SHIONG PATRICK (Last) (First) (Middle) C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 (Street) CARDIFF-BY-THE-SEA CA 92007-2133 (City) (State) (Zip)

1. Name and Address of Reporting Person* Cambridge Equities, LP (Last) (First) (Middle) C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 (Street) CARDIFF-BY-THE-SEA CA 92007-2133 (City) (State) (Zip)

1. Name and Address of Reporting Person* MP 13 Ventures, LLC (Last) (First) (Middle) C/O NANTKWEST, INC. 2533 SOUTH COAST HIGHWAY 101, SUITE 210 (Street) CARDIFF-BY-THE-SEA CA 92007-2133 (City) (State) (Zip)

Explanation of Responses:

1. Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge Equities.

2. Warrant is immediately exercisable.

3. Warrant held by Cambridge Equities. MP 13 Ventures is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the warrant and the shares issued upon the exercise of the warrant held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the warrant and the shares issued upon the exercise of the warrant held by Cambridge Equities.

4. 185,150 of the shares subject to the warrant shall vest and become exercisable monthly for forty (40) months beginning April 1, 2015. The remaining 10,183,250 shares subject to the warrant shall vest and become exercisable upon the completion of certain milestones as defined in the warrant. If the reporting person's employment is terminated without "cause" or if the reporting person resigns for "good reason" (as such terms are defined in the reporting person's employment agreement), the shares subject to the warrant shall fully vest and become exercisable.

5. Subject to the reporting person's continuing service, one forty-eighth (1/48th) of the shares subject to the option shall vest each month on the same day as the vesting commencement date, such that the shares subject to the option shall become fully vested and exercisable on the fourth (4th) anniversary of the vesting commencement date. The vesting commencement date for this option is March 24, 2015. The shares subject to the option shall fully vest and become exercisable upon a change in control, as defined in the reporting person's employment agreement. If the reporting person's employment is terminated without "cause" or if the reporting person resigns for "good reason" (as such terms are defined in the reporting person's employment agreement), the shares subject to the option shall fully vest and become exercisable.

Remarks:

	/s/ Patrick Soon-Shiong and /s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities	07/27/2015
	** 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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