| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/28/2016 |
3. Issuer Name and Ticker or Trading Symbol
Fulgent Genetics, Inc. [ FLGT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Issuer Common Stock | 1 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Predecessor Class D-1 Preferred Units(1) | (2) | (2) | Predecessor Class D Voting Common Units | 4,618,421 | (2) | D | |
| Predecessor Class D-1 Preferred Units(1) | (2) | (2) | Predecessor Class D Voting Common Units | 10,000,000 | (2) | I | By Annuity Trust(3) |
| Explanation of Responses: |
| 1. Reflects securities of Fulgent Therapeutics LLC (the "Predecessor" or "Fulgent LLC"). Fulgent LLC is considered the predecessor of Fulgent Genetics, Inc. (the "Issuer") following completion of a reorganization transaction pursuant to which the Predecessor will become a wholly owned subsidiary of the Issuer (the "Reorganization"), which will be completed on September 30, 2016 in connection with the initial public offering of the Issuer and which is described in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-213469). In the Reorganization, all of the Predecessor's Class D-1 preferred units will be cancelled in exchange for shares of the Issuer's common stock at a ratio of 7.6-for-1. |
| 2. Prior to the Reorganization, the Predecessor's Class D-1 preferred units had no expiration date and were convertible into the Predecessor's Class D voting common units, on a one-for-one basis and for no additional consideration, at any time at the option of the holder and in connection with an initial public offering of the Predecessor or a successor thereof. |
| 3. The securities are held of record by the Ming Hsieh Annuity Trust established May 4, 2016 (the "Annuity Trust"), over which Mr. Hsieh possesses sole voting and dispositive power as the sole trustee. |
| Remarks: |
| Exhibit list: Exhibit 24 Power of Attorney. |
| /s/ Paul Kim as Attorney-in-Fact | 09/28/2016 | |
| ** 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 5 (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. | ||