Hanlin Gao - 07 Nov 2022 Form 4 Insider Report for Fulgent Genetics, Inc. (FLGT)

Role: Chief Scientific Officer
Signature: /s/ Paul Kim as Attorney-in-Fact
Issuer symbol: FLGT
Transactions as of: 07 Nov 2022
Transactions value $: $0
Form type: 4
Filing time: 09 Nov 2022, 20:03:07 UTC
Previous filing: 01 Nov 2022
Next filing: 18 Nov 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLGT	Common Stock	Award	$0	+51.7K	+6.05%	$0.00	907K	07 Nov 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	(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.

Content

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.

(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.