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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fulgent Genetics, Inc. [ FLGT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Issuer Common Stock | 05/13/2016 | A | 1 | A | $0.0001 | 1(1) | D | |||
Issuer Common Stock | 09/30/2016 | A | 5,444,944 | A | (2) | 5,444,944(1) | D | |||
Issuer Common Stock | 09/30/2016 | A | 1,315,789 | A | (3) | 1,315,789 | I | By Annuity Trust(4) | ||
Issuer Common Stock | 09/30/2016 | P | 1,000,000 | A | $9 | 6,444,944 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Predecessor Class D-1 Preferred Units(5)(6) | (7) | 05/13/2016 | S | 4,618,421 | (7) | (7) | Predecessor Class D Voting Common Units(5) | 4,618,421 | $1.1669 | 41,381,579 | D | ||||
Predecessor Class D-1 Preferred Units(5)(6) | (7) | (7) | (7) | Predecessor Class D Voting Common Units(5) | (7) | 10,000,000 | I | By Annuity Trust(4) | |||||||
Predecessor Class D-1 Preferred Units(5) | (7) | 09/30/2016 | D | 41,381,579 | (7) | (7) | Predecessor Class D Voting Common Units(5) | 41,381,579 | (8) | 0 | D | ||||
Predecessor Class D-1 Preferred Units(5) | (7) | 09/30/2016 | D | 10,000,000 | (7) | (7) | Predecessor Class D Voting Common Units(5) | 10,000,000 | (9) | 0 | I | By Annuity Trust(4) |
Explanation of Responses: |
1. Prior 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. |
2. The 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"). |
3. The 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. |
4. The 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. |
5. Reflects 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. |
6. Reflects securities of the Predecessor sold or beneficially owned by Mr. Hsieh as of May 13, 2016. |
7. Prior 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. |
8. The securities were disposed of and cancelled in the Reorganization in exchange for 5,444,944 shares of the Issuer's common stock. |
9. The securities were disposed of and cancelled in the Reorganization in exchange for 1,315,789 shares of the Issuer's common stock. |
Remarks: |
/s/ Paul Kim as Attorney-in-Fact | 10/04/2016 | |
** 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. |