Sec Form 4 Filing - KIM PAUL @ Fulgent Genetics, Inc. - 2016-08-12

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
KIM PAUL
2. Issuer Name and Ticker or Trading Symbol
Fulgent Genetics, Inc. [ FLGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and Treasurer
(Last) (First) (Middle)
C/O FULGENT GENETICS, INC., 4978 SANTA ANITA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2016
(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
Predecessor Class D Non-Voting Common Units ( 1 ) 08/12/2016 A 500,000 A 500,000 D
Predecessor Class D Non-Voting Common Units ( 1 ) 09/30/2016 D 500,000 D 0 D
Predecessor Class D Voting Common Units 09/30/2016 D 2,500,000 D 0 D
Issuer Common Stock 09/30/2016 A 394,736 A 394,736 ( 6 ) 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 Form 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KIM PAUL
C/O FULGENT GENETICS, INC.
4978 SANTA ANITA AVENUE
TEMPLE CITY, CA91780
CFO and Treasurer
Signatures
/s/ Paul Kim 10/04/2016
Signature of Reporting Person Date
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.

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