Sec Form 4 Filing - Hsieh Ming @ Fulgent Genetics, Inc. - 2022-06-08

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)
06/08/2022
(Street)
TEMPLE CITY, CA91780
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 7,895,115 I By Trust( 1 )
Common Stock 1,000 I Uniform Transfer to Minors Account( 2 )
Common Stock 1,000 I Uniform Transfer to Minors Account( 3 )
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
Forward sale contract (obligation to sell) ( 4 )( 5 )( 6 )( 7 ) 06/08/2022 J/K( 4 )( 5 )( 6 )( 7 ) 1,000,000 ( 4 )( 5 )( 6 )( 7 ) 04/01/2025 Common Stock 1,000,000 ( 4 )( 5 )( 6 )( 7 ) 1,000,000 I By Trust( 1 )( 4 )( 5 )( 6 )( 7 )
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
Ming Hsieh Trust
C/O FULGENT GENETICS, INC.
4978 SANTA ANITA AVENUE
TEMPLE CITY, CA91780
X
Signatures
/s/ Paul Kim as Attorney-in-Fact 06/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Securities held by The Ming Hsieh Trust. Mr. Hsieh is the trustee of The Ming Hsieh Trust (the "Trust") and possesses the sole voting and dispositive power with respect to securities held by the Trust.
( 2 )Shares held in a Uniform Transfers to Minor Act account for which Ming Hsieh acts as custodian and possesses the sole voting and dispositive power.
( 3 )Shares held in a Uniform Transfers to Minor Act account for which Ming Hsieh acts as custodian and possesses the sole voting and dispositive power.
( 4 )On June 8, 2022, the Trust entered into a master confirmation in respect of a prepaid variable forward agreement (the "Agreement") with an unaffiliated bank (the "Bank") relating to 1,000,000 shares of Common Stock and obligating the Trust to deliver to the Bank up to 1,000,000 shares of Common Stock (or, at the Trust's election, an equivalent amount of cash) to settle the Agreement.
( 5 )In exchange for entering into the Agreement and assuming the obligations thereunder, the Trust received a cash payment of $44,246,677.52. The Trust pledged 1,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting rights in the Pledged Shares during the term of the pledge (and thereafter if the Trust settles the Agreement in cash).
( 6 )Under the Agreement, on each of the eight settlement dates in April 2025, the Trust will be obligated to deliver to the Bank a number of shares of Common Stock determined as follows (or, at the Trust's election, an equivalent amount of cash): (a) if the closing price of the Common Stock on the related valuation date (the "Settlement Price") is less than or equal to $48.7418 (the "Floor Price"), the Trust will deliver to the Bank 125,000 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date).
( 7 )(continued from footnote 6) (b) if the Settlement Price is between the Floor Price and $66.0722 (the "Cap Price"), the Trust will deliver to the Bank a number of shares of Common Stock equal to 125,000 shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price: and (c) if the Settlement Price is greater than the Cap Price, the Trust will deliver to the Bank the number of shares of Common Stock equal to the product of (i) 125,000 shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

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