Ming Hsieh - Jun 8, 2022 Form 4 Insider Report for Fulgent Genetics, Inc. (FLGT)

Role
President and CEO, Director, 10%+ Owner
Signature
/s/ Paul Kim as Attorney-in-Fact
Stock symbol
FLGT
Transactions as of
Jun 8, 2022
Transactions value $
$0
Form type
4
Date filed
6/10/2022, 04:58 PM
Previous filing
Apr 1, 2022
Next filing
Jun 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding FLGT Common Stock 7.9M Jun 8, 2022 By Trust F1
holding FLGT Common Stock 1K Jun 8, 2022 Uniform Transfer to Minors Account F2
holding FLGT Common Stock 1K Jun 8, 2022 Uniform Transfer to Minors Account F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FLGT Forward sale contract (obligation to sell) Other +1M 1M Jun 8, 2022 Common Stock 1M By Trust F1, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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).
F6 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).
F7 (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.