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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Fulgent Genetics, Inc. [ FLGT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 714,373 | D | ||||||||
Common Stock | 7,895,115 | I | By Trust(1) | |||||||
Common Stock | 220,816 | I | By Trust(2) | |||||||
Common Stock | 1,000 | I | Uniform Transfer to Minors Account(3) | |||||||
Common Stock | 1,000 | I | Uniform Transfer to Minors Account(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Forward sale contract (obligation to sell) | (4)(5)(6)(7) | 03/08/2024 | J/K(4)(5)(6)(7) | 1,000,000(4)(5)(6)(7) | (4)(5)(6)(7) | 04/01/2025 | Common Stock | 1,000,000 | (4)(5)(6)(7) | 0 | I | By Trust(1)(4)(5)(6)(7) | |||
Forward sale contract (obligation to sell) | (8)(9)(10) | 03/08/2024 | J/K(8)(9)(10) | 1,000,000(8)(9)(10) | (8)(9)(10) | 03/02/2027 | Common Stock | 1,000,000 | (8)(9)(10) | 1,000,000 | I | By Trust(1)(8)(9)(10) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. On March 8, 2024, the Trust terminated a prepaid variable forward agreement that was entered into on June 8, 2022 (the "2022 Agreement") with an unaffiliated bank (the "Bank") for a negotiated settlement price of $23,381,900 payable by the Trust in cash. The funds for such termination were obtained, in part, by the Trust entering into a new prepaid variable forward agreement (see Footnotes 8, 9 and 10 below). The 2022 Agreement obligated the Trust to deliver up to 1,000,000 shares of the Issuer's common stock, par value $0.0001 (the "Common Stock") to the Bank (or, at the Trust's election, an equivalent amount of cash based on the market price of the Common Stock at that time) on the settlement dates of the 2022 Agreement in April 2025 (continued in Footnote 5). |
5. In exchange for entering into the 2022 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 "2022 Pledged Shares") to secure its obligations under the 2022 Agreement and retained voting rights in the 2022 Pledged Shares during the term of the pledge (and thereafter if the Trust settled the 2022 Agreement in cash). |
6. Under the 2022 Agreement, on each of the specified eight settlement dates in April 2025, the Trust was 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 "Old Settlement Price") is less than or equal to $48.7418 (the "Old Floor Price"), the Trust will deliver to the Bank 125,000 shares (i.e., the ratable portion of the 2022 Pledged Shares to be delivered with respect to each settlement date); |
7. (continued from footnote 6) (b) if the Old Settlement Price was between the Old Floor Price and $66.0722 (the "Old Cap Price"), the Trust would deliver to the Bank a number of shares of Common Stock equal to 125,000 shares multiplied by a fraction, the numerator of which was the Old Floor Price and the denominator of which was the Old Settlement Price; and (c) if the Old Settlement Price was greater than the Old Cap Price, the Trust would 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 was the sum of (x) the Old Floor Price and (y) the Old Settlement Price minus the Old Cap Price, and (b) the denominator of which was the Old Settlement Price. |
8. In a separate transaction on March 8, 2024, solely for the purpose of replacing the 2022 Agreement described in footnotes 4, 5, 6, and 7 above, the Trust entered into another prepaid variable forward agreement with the Bank (the "2024 Agreement"). The 2024 Agreement obligates the Trust to deliver up to 1,000,000 shares of Common Stock (or, at the Trust's election, an equivalent amount of cash based on the market price of Common Stock at the time) on the specified new settlement dates in March 2027. In exchange for assuming this obligation, the Trust received a cash payment of $17,302,606.00. Under the 2024 Agreement, the Trust re-pledged 1,000,000 shares of Common Stock (the "2024 Pledged Shares") to secure its obligations under the 2024 Agreement and retained voting rights in the 2024 Pledged Shares during the term of the pledge (continued in footnote 9). |
9. Under the 2024 Agreement, on each of the eight settlement dates in March 2027, 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 "New Settlement Price") is less than or equal to $23.3819 (the "New Floor Price"), the Trust will deliver to the Bank 125,000 shares (i.e., the ratable portion of the 2024 Pledged Shares to be delivered with respect to each settlement date); |
10. (continued from footnote 9) (b) if the New Settlement Price is between the New Floor Price and $35.0729 (the "New 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 New Floor Price and the denominator of which is the New Settlement Price; and (c) if the New Settlement Price is greater than the New 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 New Floor Price and (y) the New Settlement Price minus the New Cap Price, and (b) the denominator of which is the New Settlement Price. |
/s/ Paul Kim as Attorney-in-Fact | 03/12/2024 | |
** 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. |