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) 08/12/2016 | ||||||||||||||||||||||||||
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 | ||||||
Predecessor Class D Non-Voting Common Units(1) | 08/12/2016 | A | 500,000 | A | (2) | 500,000 | D | |||
Predecessor Class D Non-Voting Common Units(1) | 09/30/2016 | D | 500,000 | D | (3) | 0 | D | |||
Predecessor Class D Voting Common Units | 09/30/2016 | D | 2,500,000 | D | (4) | 0 | D | |||
Issuer Common Stock | 09/30/2016 | A | 394,736 | A | (5) | 394,736(6) | 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 |
Explanation of Responses: |
1. Reflects 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. |
2. Reflects 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. |
3. The 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. |
4. The securities were disposed of and cancelled in the Reorganization in exchange for 328,947 shares of the Issuer's common stock. |
5. The 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. |
6. Includes 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. |
Remarks: |
/s/ Paul Kim | 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. |