Fulgent Genetics, Inc. Form 4 (June 8, 2022)

Summary

A Form 4 for Ming Hsieh, President and CEO of Fulgent Genetics, Inc. [ FLGT ], reporting a transaction on 06/08/2022. It lists 7,895,115 shares of Common Stock owned indirectly by The Ming Hsieh Trust, of which Mr. Hsieh is the trustee, and 1,000 shares in each of two Uniform Transfer to Minors accounts. The footnotes state that on June 8, 2022 the Trust entered into a prepaid variable forward agreement with an unaffiliated bank covering 1,000,000 shares, received a cash payment of $44,246,677.52, and pledged 1,000,000 shares as security. Settlement in April 2025 depends on a Floor Price of $48.7418 and a Cap Price of $66.0722; Paul Kim signed as Attorney-in-Fact on 06/10/2022.

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Full text

SEC Form 4

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 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
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 * Hsieh Ming (Last) (First) (Middle) C/O FULGENT GENETICS, INC. 4978 SANTA ANITA AVENUE (Street) TEMPLE CITY CA 91780 (City) (State) (Zip) | Hsieh Ming | (Last) | (First) | (Middle) | C/O FULGENT GENETICS, INC. | 4978 SANTA ANITA AVENUE | TEMPLE CITY | CA | 91780 | (City) | (State) | (Zip) | 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 | X | Director | X | 10% Owner | X | Officer (give title below) | Other (specify below) | President and CEO
3. Date of Earliest Transaction
 (Month/Day/Year) 06/08/2022
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person | Form filed by One Reporting Person | X | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
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
 (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
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)
1. Name and Address of Reporting Person * Hsieh Ming (Last) (First) (Middle) C/O FULGENT GENETICS, INC. 4978 SANTA ANITA AVENUE (Street) TEMPLE CITY CA 91780 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) President and CEO | Hsieh Ming | (Last) | (First) | (Middle) | C/O FULGENT GENETICS, INC. | 4978 SANTA ANITA AVENUE | TEMPLE CITY | CA | 91780 | (City) | (State) | (Zip) | X | Director | X | 10% Owner | X | Officer (give title below) | Other (specify below) | President and CEO
1. Name and Address of Reporting Person * Ming Hsieh Trust (Last) (First) (Middle) C/O FULGENT GENETICS, INC. 4978 SANTA ANITA AVENUE (Street) TEMPLE CITY CA 91780 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below) | Ming Hsieh Trust | (Last) | (First) | (Middle) | C/O FULGENT GENETICS, INC. | 4978 SANTA ANITA AVENUE | TEMPLE CITY | CA | 91780 | (City) | (State) | (Zip) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
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.
Remarks:
/s/ Paul Kim as Attorney-in-Fact | 06/10/2022
** 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.

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