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