SEC Form 4 · accession 0001209191-16-144640
Fulgent Genetics, Inc. · FLGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Xi Long USA, Inc.
10% Owner
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 6:07 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 StockF1 | Sep 30, 2016 | J | 2,025,623 | — | A | 2,025,623 | 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-2 Preferred UnitsF2,F4,F3 | — | Sep 30, 2016 | J | 15,394,737 | D | — | — | Predecessor Class D Voting Common Units | 15,394,737 | 0 | D |
Explanation of responses
- F1The securities were received in the Reorganization (as defined below), a transaction exempt under Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in exchange for the cancellation of 15,394,737 Class D-2 preferred units of Fulgent Therapeutics LLC (the "Predecessor" or "Fulgent LLC").
- F2Reflects 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-2 preferred units were cancelled in exchange for shares of the Issuer's common stock at a ratio of 7.6-for-1.
- F3Prior to the Reorganization, the Predecessor's Class D-2 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 a qualified initial public offering of the Predecessor or a successor thereof.
- F4The securities were disposed of and cancelled in the Reorganization, a transaction exempt under Rule 16b-7 under the Exchange Act, in exchange for 2,025,623 shares of the Issuer's common stock.