Fulgent Genetics, Inc. Form 4 — Gao Hanlin (Nov. 7, 2022)

Summary

Gao Hanlin, Chief Scientific Officer of Fulgent Genetics, Inc. [ FLGT ], reports acquiring 51,723 shares of Common Stock at $ 0.00 on 11/07/2022. The explanation says that under an Agreement and Plan of Merger dated November 7, 2022, FG Merger Sub, Inc. merged into Fulgent Pharma Holdings, Inc., and each outstanding Fulgent Pharma RSU award was assumed and converted into RSUs based on Fulgent Genetics common stock, subject to the exchange ratio. Twenty-five percent (25%) of the RSUs vest on October 26, 2022, the first anniversary of the award, and 1/16th every three months after that, subject to continued service. Direct holdings afterward total 906,927 shares.

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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 * Gao Hanlin (Last) (First) (Middle) C/O FULGENT GENETICS, INC. 4978 SANTA ANITA AVE, STE 205 (Street) TEMPLE CITY CA 91780 (City) (State) (Zip) | Gao Hanlin | (Last) | (First) | (Middle) | C/O FULGENT GENETICS, INC. | 4978 SANTA ANITA AVE, STE 205 | 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Scientific Officer | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | Chief Scientific Officer
3. Date of Earliest Transaction
 (Month/Day/Year) 11/07/2022
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | 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 | 11/07/2022 | A (1) (2) | 51,723 | A | $ 0.00 | 906,927 | 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
 (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
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of November 7, 2022 (the "Merger Agreement") by and among Fulgent Genetics, Inc. ("Fulgent Genetics"), FG Merger Sub, Inc. ("FG"), Fulgent Pharma Holdings, Inc. ("Fulgent Pharma"), and the stockholders listed therein, FG merged with and into Fulgent Pharma (the "Merger"), with Fulgent Pharma being the surviving corporation following the Merger. At the effective time of the Merger (the "Effective Time"), each award of restricted stock units ("RSUs") based on Fulgent Pharma common stock that was outstanding immediately prior to the Effective Time ("Fulgent Pharma RSUs") was assumed and converted into the right to receive RSUs based on the common stock of Fulgent Genetics with the same terms and conditions as the Fulgent Pharma RSUs immediately prior to the Effective Time, subject to the applicable exchange ratio.
2. (continued from footnote 1) Twenty-five percent (25%) of the shares subject to RSUs reported herein will vest on the first anniversary of the date of the award, October 26, 2022, and 1/16th of the shares will vest every three months over the remaining 36-month period, subject to continued service for Issuer on each vesting date.
Remarks:
/s/ Paul Kim as Attorney-in-Fact | 11/09/2022
** 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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