Sec Form 4 Filing - Hsieh Ming @ Fulgent Genetics, Inc. - 2016-05-13

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hsieh Ming
2. Issuer Name and Ticker or Trading Symbol
Fulgent Genetics, Inc. [ FLGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O FULGENT GENETICS, INC., 4978 SANTA ANITA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2016
(Street)
TEMPLE CITY, CA91780
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,444,944 ( 1 ) D
Issuer Common Stock 09/30/2016 A 1,315,789 A 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)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 For m of Derivative Security: 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 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hsieh Ming
C/O FULGENT GENETICS, INC.
4978 SANTA ANITA AVENUE
TEMPLE CITY, CA91780
X X President and CEO
Signatures
/s/ Paul Kim as Attorney-in-Fact 10/04/2016
Signature of Reporting Person Date
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.

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