SEC Form 4 · accession 0001209191-16-144562
Fulgent Genetics, Inc. · FLGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Kim
Officer — CFO and Treasurer
Period of report
Aug 12, 2016
Accepted (ET)
Oct 4, 2016 · 5:51 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 |
|---|---|---|---|---|---|---|---|---|
| Predecessor Class D Non-Voting Common UnitsF1,F2 | Aug 12, 2016 | A | 500,000 | — | A | 500,000 | D | |
| Predecessor Class D Non-Voting Common UnitsF1,F3 | Sep 30, 2016 | D | 500,000 | — | D | 0 | D | |
| Predecessor Class D Voting Common UnitsF4 | Sep 30, 2016 | D | 2,500,000 | — | D | 0 | D | |
| Issuer Common StockF5,F6 | Sep 30, 2016 | A | 394,736 | — | A | 394,736 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects securities of Fulgent Therapeutics LLC (the "Predecessor" or "Fulgent LLC"). Fulgent LLC is considered the predecessor of Fulgent Genetics, Inc. (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 initial public offering of the Issuer 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 voting common units and all restricted share units relating to the Predecessor's Class D non-voting common units were cancelled in exchange for shares of the Issuer's common stock and restricted stock units relating to shares of the Issuer's common stock, respectively, in each case at a ratio of 7.6-for-1.
- F2Reflects an award of restricted share units relating to 500,000 of the Predecessor's Class D non-voting common units. Each restricted share unit represents a contingent right to receive one Class D non-voting common unit of the Predecessor. The units subject to the restricted share units vest over a period of four years, with 1/4th of such units vesting 12 months after August 10, 2016, and 1/16th of the remaining units vesting at the end of every three-month period over the remaining 36 months, subject to Mr. Kim's continued service for the Predecessor or the Issuer on each vesting date.
- F3The securities were disposed of and cancelled in the Reorganization in exchange for restricted stock units relating to 65,789 shares of the Issuer's common stock.
- F4The securities were disposed of and cancelled in the Reorganization in exchange for 328,947 shares of the Issuer's common stock.
- F5The securities were received in the Reorganization in exchange for the cancellation of (i) restricted share units relating to 500,000 of the Predecessor's Class D non-voting common units and (ii) 2,500,000 of the Predecessor's Class D voting common units.
- F6Includes 328,947 shares of the Issuer's common stock and restricted stock units relating to 65,789 shares of the Issuer's common stock. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The shares subject to the restricted stock units vest over a period of four years, with 1/4th of such shares vesting 12 months after August 10, 2016, and 1/16th of the remaining shares vesting at the end of every three-month period over the remaining 36 months, subject to Mr. Kim's continued service for the Predecessor or the Issuer on each vesting date.