0001209191-22-056318.txt : 20221109
0001209191-22-056318.hdr.sgml : 20221109
20221109210605
ACCESSION NUMBER: 0001209191-22-056318
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221107
FILED AS OF DATE: 20221109
DATE AS OF CHANGE: 20221109
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: 221374595
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: 221374594
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
2022-11-07
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
2022-11-07
4
A
0
566171
39.016
A
596171
D
Common Stock
2022-11-07
4
A
0
220816
39.016
A
220816
I
By Trust
Common Stock
7895115
I
By Trust
Common Stock
1000
I
Uniform Transfer to Minors Account
Common Stock
1000
I
Uniform Transfer to Minors Account
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.
(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.
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.
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.
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.
/s/ Paul Kim as Attorney-in-Fact
2022-11-09