| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLGT | Common Stock | Award | $0 | +129K | +42.71% | $0.00 | 432K | Nov 7, 2022 | Direct | F1, F2 |
| transaction | FLGT | Common Stock | Award | $0 | +221K | $0.00 | 221K | Nov 7, 2022 | By Trust | F3, F4 |
| 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. |
| F3 | 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. Of the 220,816 shares of common stock issued to Hsieh Family Dynasty Trust, dated January 27, 2010 (the "Dynasty Trust") in connection with the Merger, of which 104,098 shares 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 the Trust in accordance with the terms of the Merger Agreement. |
| F4 | Securities held by The Hsieh Family Dynasty Trust, dated January 27, 2010 (the "Trust"). Mr. Xie serves on the investment committee of the Trust. Mr. Xie disclaims any beneficial interest except with respect to any pecuniary interest therein. |