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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sim Kenneth T.
(Last) (First) (Middle)
C/O ASTRANA HEALTH, INC.
1668 S. GARFIELD AVENUE, 2ND FLOOR
(Street)
ALHAMBRA CA 91801
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
4. If Amendment, Date of 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
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
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
Explanation of Responses:
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.
/s/ Kathy Diep, as Attorney-in-Fact 11/12/2024
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Brandon Sim, Chandan Basho, John Vong and Kathy Diep, and each of them acting and signing documents individually, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Astrana Health, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare and execute any such Form 3, 4, or 5, prepare and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934, as amended, or the rules thereunder.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to all attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney.

 

Dated: 07/25/2024   /s/ Kenneth Sim, M.D.
  Signature
     
    Kenneth Sim, M.D.
    Print Name

 

 

 

 

Exhibit 24

 

POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints each of Brandon Sim, Chandan Basho, John Vong and Kathy Diep, and each of them acting and signing documents individually, as the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; (2) prepare and execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Astrana Health, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare and execute any such Form 3, 4, or 5, prepare and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16(a) or Section 16(b) of the Securities Exchange Act of 1934, as amended, or the rules thereunder.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to all attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has duly executed this Power of Attorney.

 

Dated: 07/25/2024   /s/ Kenneth Sim, M.D.
  Signature
     
    Kenneth Sim, M.D.
    Print Name

 

 

 

Astrana Health (NASDAQ:ASTH)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more Astrana Health Charts.
Astrana Health (NASDAQ:ASTH)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more Astrana Health Charts.