SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fulgent Genetics, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
359664 109
(CUSIP Number of Class of Securities)
September 30, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 359664 109 |
| 1 | Names of Reporting Person
Xi Long USA, Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole Voting Power
2,025,623 | ||||
| 6 | Shared Voting Power
-0- | |||||
| 7 | Sole Dispositive Power
2,025,623 | |||||
| 8 | Shared Dispositive Power
-0- | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,025,623 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row (9)
11.5% (1) | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Based on 17,676,256 shares of the Issuer’s common stock (“Common Shares”) outstanding as reported by the Issuer in its prospectus dated September 28, 2016 (the “Prospectus”) filed with the Securities and Exchange Commission on September 29, 2016. This number of total outstanding Common Shares includes all 4,200,000 Common Shares that were issued as part of the Issuer’s initial public offering (“IPO”) as well as the Common Shares issued to the underwriters in the IPO pursuant to their option to purchase 630,000 Common Shares as discussed in the Prospectus. |
| Item 1. | Identity of Issuer. |
| (a) | NAME OF THE ISSUER |
Fulgent Genetics, Inc. (the “Issuer”).
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
4978 Santa Anita Avenue,
Temple City, California
91780.
| Item 2. | Identity and Background of Reporting Person |
| (a) | NAME OF PERSON FILING: |
Xi Long USA, Inc. (the “Reporting Person”)
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE: |
6 Xinrui Road
Science City, Lougang District,
Guangzhou City
Guangdong Province,
Peoples’ Republic of China
510663
| (c) | CITIZENSHIP: |
Delaware
| (d) | TITLE AND CLASS OF SECURITIES |
Common Stock, $0.0001 par value per share
| (e) | CUSIP No. |
359664 109
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: 2,025,623 |
| (b) | Percent of class: 11.5%* |
| (c) | Number of Shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: 2,025,623 |
| ii. | Shared power to vote or to direct the vote: 0 |
| iii. | Sole power to dispose or to direct the disposition of: 2,025,623 |
| iv. | Shared power to dispose or to direct the disposition of: 0 |
* Based on 17,676,256 Common Shares outstanding as reported by the Issuer in the Prospectus. This number of total outstanding Common Shares includes all 4,200,000 Common Shares that were issued as part of the Issuer’s IPO as well as the Common Shares issued to the underwriters in the IPO pursuant to their option to purchase 630,000 Common Shares as discussed in the Prospectus.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: October 11, 2016 | XI LONG USA, INC. | |||
| /s/ Zhenjie Huang | ||||
| By: Zhenjie Huang | ||||
| Title: Chief Executive Officer | ||||