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

Signature
/s/ Paul Kim as Attorney-in-Fact
Issuer symbol
FLGT
Transactions as of
07 Nov 2022
Net transactions value
+$30,705,085
Form type
4
Filing time
09 Nov 2022, 20:06:05 UTC
Previous filing
03 Oct 2022
Next filing
05 Jan 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLGT Common Stock Award $22,089,728 +566,171 +1887% $39.02 596,171 07 Nov 2022 Direct F1, F2
transaction FLGT Common Stock Award $8,615,357 +220,816 $39.02 220,816 07 Nov 2022 By Trust F1, F2, F3
holding FLGT Common Stock 7,895,115 07 Nov 2022 By Trust F4
holding FLGT Common Stock 1,000 07 Nov 2022 Uniform Transfer to Minors Account F5
holding FLGT Common Stock 1,000 07 Nov 2022 Uniform Transfer to Minors Account F6
* 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, 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.
F2 (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.
F3 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.
F4 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.
F5 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.
F6 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.