Fulgent Genetics, Inc. Form 4 — Hsieh Ming (Nov. 7, 2022)

Summary

Ming Hsieh, Chief Executive Officer, Director and 10% Owner of Fulgent Genetics, Inc. [ FLGT ], reports shares received on 11/07/2022 in the merger of FG Merger Sub, Inc. into Fulgent Pharma Holdings, Inc., under which each Fulgent Pharma preferred share was converted into 0.02314 shares of Fulgent Genetics common stock. The form lists 566,171 shares issued to Mr. Hsieh at $ 39.016, bringing direct holdings to 596,171, and 220,816 shares issued to The Hsieh Family Dynasty Trust; of these, 266,908 and 104,098 shares respectively are in escrow until the indemnification periods expire. The filing says Mr. Hsieh, Eva Hsieh and Jian Xie serve on the trust's investment committee. Holdings of 7,895,115 shares through The Ming Hsieh Trust are also listed.

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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) Chief Executive Officer | X | Director | X | 10% Owner | X | Officer (give title below) | Other (specify below) | Chief Executive 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) 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 | 11/07/2022 | A (1) (2) | 566,171 | A | $ 39.016 | 596,171 | D
Common Stock | 11/07/2022 | A (1) (2) | 220,816 | A | $ 39.016 | 220,816 | I | By Trust (3)
Common Stock | 7,895,115 | I | By Trust (4)
Common Stock | 1,000 | I | Uniform Transfer to Minors Account (5)
Common Stock | 1,000 | I | Uniform Transfer to Minors Account (6)
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
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) Chief Executive Officer | 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) | Chief Executive Officer
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. 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, each issued and outstanding share of Fulgent Pharma preferred stock was converted into 0.02314 shares of Fulgent Genetics common stock, par value $0.0001 per share.
2. (continued from footnote 1) Of the 566,171 shares of common stock issued to Mr. Hsieh and 220,816 shares of common stock issued to The Hsieh Family Dynasty Trust, dated January 27, 2010 (the "Dynasty Trust") in connection with the Merger, of which 266,908 and 104,098 shares, respectively, are currently being held in escrow and following the expiration of the indemnification periods set forth in the Merger Agreement, shall be issued pro rata to Mr. Hsieh and the Trust in accordance with the terms of the Merger Agreement.
3. Securities held by the Dynasty Trust. Mr. Hsieh is the grantor of the Dynasty Trust and he and his spouse, Eva Hsieh, and Jian Xie serve on the investment committee of the Dynasty Trust. Mr. Hsieh disclaims any beneficial interest except with respect to any pecuniary interest therein.
4. Securities held by The Ming Hsieh Trust (the "Hsieh Trust"). Mr. Hsieh is the trustee of the Hsieh Trust and possesses the sole voting and dispositive power with respect to securities held by the Hsieh Trust.
5. 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.
6. 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.
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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