0001209191-22-050405.txt : 20220916
0001209191-22-050405.hdr.sgml : 20220916
20220916190646
ACCESSION NUMBER: 0001209191-22-050405
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220914
FILED AS OF DATE: 20220916
DATE AS OF CHANGE: 20220916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hsieh Ming
CENTRAL INDEX KEY: 0001302110
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37894
FILM NUMBER: 221249126
MAIL ADDRESS:
STREET 1: 209 FAIR OAKS AVE
CITY: SOUTH PASADENA
STATE: CA
ZIP: 91030
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ming Hsieh Trust
CENTRAL INDEX KEY: 0001836339
STATE OF INCORPORATION: CA
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37894
FILM NUMBER: 221249125
BUSINESS ADDRESS:
STREET 1: C/O FULGENT GENETICS, INC.
STREET 2: 4978 SANTA ANITA AVENUE
CITY: TEMPLE CITY
STATE: CA
ZIP: 917800
BUSINESS PHONE: 626-350-0537
MAIL ADDRESS:
STREET 1: C/O FULGENT GENETICS, INC.
STREET 2: 4978 SANTA ANITA AVENUE
CITY: TEMPLE CITY
STATE: CA
ZIP: 917800
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fulgent Genetics, Inc.
CENTRAL INDEX KEY: 0001674930
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 812621304
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4978 SANTA ANITA AVENUE, SUITE 205
CITY: TEMPLE CITY
STATE: CA
ZIP: 91780
BUSINESS PHONE: 626-350-0537
MAIL ADDRESS:
STREET 1: 4978 SANTA ANITA AVENUE, SUITE 205
CITY: TEMPLE CITY
STATE: CA
ZIP: 91780
FORMER COMPANY:
FORMER CONFORMED NAME: Fulgent Diagnostics, Inc.
DATE OF NAME CHANGE: 20160517
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-09-14
0
0001674930
Fulgent Genetics, Inc.
FLGT
0001302110
Hsieh Ming
C/O FULGENT GENETICS, INC.
4978 SANTA ANITA AVENUE
TEMPLE CITY
CA
91780
1
1
1
0
Chief Executive Officer
0001836339
Ming Hsieh Trust
C/O FULGENT GENETICS, INC.
4978 SANTA ANITA AVENUE
TEMPLE CITY
CA
91780
0
0
1
0
Common Stock
30000
D
Common Stock
7895115
I
By Trust
Common Stock
1000
I
Uniform Transfer to Minors Account
Common Stock
1000
I
Uniform Transfer to Minors Account
Forward sale contract (obligation to sell)
2022-09-14
4
J
1
800000
A
2026-09-01
Common Stock
800000
800000
I
By Trust
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.
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.
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.
On September 14, 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 800,000 shares of Common Stock and obligating the Trust to deliver to the Bank up to 800,000 shares of Common Stock (or, at the Trust's election, an equivalent amount of cash) to settle the Agreement.
In exchange for entering into the Agreement and assuming the obligations thereunder, the Trust received a cash payment of $28,955,274.40. The Trust pledged 800,000 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).
Under the Agreement, on each of the eight settlement dates in September 2026, 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 $41.0261 (the "Floor Price"), the Trust will deliver to the Bank 100,000 shares (i.e., the ratable portion of the Pledged Shares to be delivered with respect to each settlement date).
(continued from footnote 6) (b) if the Settlement Price is between the Floor Price and $55.1572 (the "Cap Price"), the Trust will deliver to the Bank a number of shares of Common Stock equal to 100,000 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) 100,000 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.
/s/ Paul Kim as Attorney-in-Fact
2022-09-16