Filing Details

	April 27, 2018
	(Date of Event which Requires Filing of this Statement)

CUSIP No. 69439P308

⁽¹⁾  Includes 1,945,000 shares of the Issuer’s Common Stock and 4,000 shares of the Issuer’s Series A Preferred Stock owned by the Reporting Person.  The Series A Preferred Stock is convertible to Common Stock of the Issuer on a one-share for one-share basis, based on the number of shares of Series A Preferred Stock converted and not the number of votes represented by such converted shares of Series A Preferred Stock. The Series A Preferred Stock is convertible only by the holder thereof and is convertible at any time.  Each outstanding share of Series A Preferred Stock is entitled to vote as 20,000 shares of Common Stock.  In August 2017, the Reporting Person was awarded stock options to purchase 200,000 shares of Common Stock of the Issuer at an exercise price of $3.75 per share.  These options are subject to vesting conditions and do not vest until August 17, 2018.  The options are exercisable until August 17, 2022.  The Reporting Person has no rights of a shareholder in the shares underlying these options until they vest and are exercised.  Therefore the shares underlying the options have not been included.

 ⁽²⁾  These shares are held in the name of the Tom Kubota Revocable Trust of 2013 (the “Trust”). The Reporting Person is the sole Trustee of the Trust and may be deemed to have voting and dispositive power over the shares held by the Trust.

⁽³⁾  All share amounts and conversion or exercise prices have been adjusted to reflect the four-shares-for-one-share (4:1) forward split of the Company’s stock on April 5, 2018.

EXPLANATORY NOTE

This Amendment No. 15 (“Amendment No. 15”), dated April 30, 2018, amends and supplements the original Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on June 27, 2008, relating to shares of Common Stock, $0.001 par value per share (“Common Stock”) of Pacific Health Care Organization, Inc. (the “Issuer”), as amended and supplemented by Schedules 13D/A-1 filed on August 28, 2008, Schedule 13D/A-2 filed on May 14, 2010, Schedule 13D/A-3 filed on May 14, 2010, Schedule 13D/A-4 filed on April 20, 2012, Schedule 13D/A-5 filed on May 21, 2013, Schedule 13D/A-6 filed March 12, 2014, Schedule 13D/A-7 filed April 30, 2014, Schedule 13D/A-8 filed on June 10, 2014, Schedule 13D/A-9 filed on June 17, 2014, Schedule 13D/A-10 filed on March 31, 2015, Schedule 13D/A-11 filed on November 16, 2015, Schedule 13D/A-12 filed on November 18, 2015, and Schedule 13D/A-13 filed on December 1, 2016, and Schedule 13d/A-14 filed on January 10, 2018 (collectively referred to herein as the “Schedule 13D”).  Only those items hereby reported in this Amendment No. 15 are amended and all other items remain unchanged.  Terms used herein but not otherwise defined shall have the meanings set forth in the Schedule 13D. 

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

Since the most recent filing of an amendment on Schedule 13D, on January 10, 2018, the Reporting Person also made the following open market purchases of Common Stock:

(1)	The number of shares purchased and the purchase price per share have been adjusted to reflect the four-shares-for-one-share (4:1) forward split of the Company’s stock on April 5, 2018.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The acquisitions described herein were not for the purpose of changing control of the Issuer.  Prior to and following the acquisitions described herein, the Reporting Person was and continues to be the Chief Executive Officer and President and Chairman of the board of directors (the “Board”) of the Issuer.  Prior to the acquisitions, the Reporting Person was the single largest holder of Common Stock of the Issuer, owning approximately 60.8% of the outstanding Common Stock of the Issuer.  The Reporting Person made the acquisitions outlined in Item 3 above because the shares were available for sale and he chose to acquire them.  The Reporting Person did not make the acquisitions described herein with intent to or for the purpose of effecting any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  The Reporting Person may, at any time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Item 5 of Schedule 13D is hereby amended and restated as follows:

(d)     No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares held by the Reporting Person.

(e)     Not Applicable.

SIGNATURES

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.