SEC Form 4 · accession 0001209191-16-144551

Fulgent Genetics, Inc. · FLGT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ming Hsieh

Officer — President and CEO · Director · 10% Owner

Period of report

May 13, 2016

Accepted (ET)

Oct 4, 2016 · 5:47 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001674930

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Issuer Common Stock^F1	May 13, 2016	A	1	$0.0001	A	1	D
Issuer Common Stock^F2,F1	Sep 30, 2016	A	5,444,944	—	A	5,444,944	D
Issuer Common Stock^F3,F4	Sep 30, 2016	A	1,315,789	—	A	1,315,789	I	By Annuity Trust
Issuer Common Stock	Sep 30, 2016	P	1,000,000	$9.00	A	6,444,944	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Predecessor Class D-1 Preferred Units^F5,F6,F7	—	May 13, 2016	S	4,618,421	D	—	—	Predecessor Class D Voting Common Units	4,618,421	41,381,579	D
Predecessor Class D-1 Preferred Units^F5,F8,F7	—	Sep 30, 2016	D	41,381,579	D	—	—	Predecessor Class D Voting Common Units	41,381,579	0	D
Predecessor Class D-1 Preferred Units^F5,F9,F4,F7	—	Sep 30, 2016	D	10,000,000	D	—	—	Predecessor Class D Voting Common Units	10,000,000	0	I
Predecessor Class D-1 Preferred Units^F5,F6,F4,F7	—	holding	—	—	—	—	—	Predecessor Class D Voting Common Units	—	10,000,000	I

Explanation of responses

F1Prior to the Reorganization (as defined below), Mr. Hsieh was issued one share of the common stock of Fulgent Genetics, Inc. (the "Issuer") upon the Issuer's formation. In the Reorganization, such share was cancelled and extinguished without any conversion thereof and no payment was made with respect thereto. As a result, such share is not reflected as held or beneficially owned by Mr. Hsieh following the Reorganization.
F2The securities were received in the Reorganization (as defined below) in exchange for the cancellation of 41,381,579 Class D-1 preferred units of Fulgent Therapeutics LLC (the "Predecessor" or "Fulgent LLC").
F3The securities were received in the Reorganization (as defined below) in exchange for the cancellation of 10,000,000 of the Predecessor's Class D-1 preferred units.
F4The securities are held of record by the Ming Hsieh Annuity Trust established May 4, 2016 (the "Annuity Trust"), over which Mr. Hsieh possesses sole voting and dispositive power as the sole trustee.
F5Reflects securities of the Predecessor. Fulgent LLC is considered the predecessor of the Issuer following completion of a reorganization transaction pursuant to which the Predecessor became a wholly owned subsidiary of the Issuer (the "Reorganization"), which was completed on September 30, 2016 in connection with the Issuer's initial public offering and which is described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-213469). In the Reorganization, all of the Predecessor's Class D-1 preferred units were cancelled in exchange for shares of the Issuer's common stock at a ratio of 7.6-for-1.
F6Reflects securities of the Predecessor sold or beneficially owned by Mr. Hsieh as of May 13, 2016.
F7Prior to the Reorganization, the Predecessor's Class D-1 preferred units had no expiration date and were convertible into the Predecessor's Class D voting common units, on a one-for-one basis and for no additional consideration, at any time at the option of the holder and in connection with an initial public offering of the Predecessor or a successor thereof.
F8The securities were disposed of and cancelled in the Reorganization in exchange for 5,444,944 shares of the Issuer's common stock.
F9The securities were disposed of and cancelled in the Reorganization in exchange for 1,315,789 shares of the Issuer's common stock.