SEC Form 4 · accession 0001140361-16-047520

Precipio, Inc. · PRPO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Randal J Kirk

10% Owner

Period of report

Jan 6, 2016

Accepted (ET)

Jan 11, 2016 · 5:56 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001043961

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Jan 6, 2016	C	922,141	$0.00	A	1,230,337	I	by Senior Staff 2008
Common Stock^F4,F3	Jan 6, 2016	P	1,789,930	$1.00	A	3,020,267	I	by Senior Staff 2008
Common Stock^F1,F2,F3	Jan 6, 2016	C	344,822	$0.00	A	653,018	I	by Staff 2010
Common Stock^F4,F3	Jan 6, 2016	P	1,472,636	$1.00	A	2,125,654	I	by Staff 2010
Common Stock^F1,F2,F3	Jan 6, 2016	C	461,072	$0.00	A	615,170	I	by Incentive 2010
Common Stock^F4,F3	Jan 6, 2016	P	894,965	$1.00	A	1,510,135	I	by Incentive 2010
Common Stock^F1,F3	Jan 6, 2016	C	577,319	$0.00	A	577,319	I	by Staff 2014
Common Stock^F4,F3	Jan 6, 2016	P	317,294	$1.00	A	894,613	I	by Staff 2014

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F5,F3	—	Jan 6, 2016	C	1,034,482	D	—	—	Common Stock	344,822	0	I
Series B Convertible Preferred Stock^F6,F3	—	Jan 6, 2016	C	577,319	D	—	—	Common Stock	577,319	0	I
Series A Convertible Preferred Stock^F5,F3	—	Jan 6, 2016	C	1,034,482	D	—	—	Common Stock	344,822	0	I
Series A Convertible Preferred Stock^F5,F3	—	Jan 6, 2016	C	517,241	D	—	—	Common Stock	172,413	0	I
Series B Convertible Preferred Stock^F6,F3	—	Jan 6, 2016	C	288,659	D	—	—	Common Stock	288,659	0	I
Series B Convertible Preferred Stock^F6,F3	—	Jan 6, 2016	C	577,319	D	—	—	Common Stock	577,319	0	I
Series A-1 Convertible Preferred Stock^F7,F3	—	Jan 8, 2016	P	85,882	A	—	—	Common Stock	85,882	85,882	I
Warrant to Purchase Common Stock^F7,F3	$1.21	Jan 8, 2016	P	64,411	A	—	Jan 8, 2021	Common Stock	—	64,411	I
Series A-1 Convertible Preferred Stock^F7,F3	—	Jan 8, 2016	P	42,941	A	—	—	Common Stock	42,941	42,941	I
Warrant to Purchase Common Stock^F7,F3	$1.21	Jan 8, 2016	P	32,205	A	—	Jan 8, 2021	Common Stock	—	32,205	I
Series A-1 Convertible Preferred Stock^F7,F3	—	Jan 8, 2016	P	42,941	A	—	—	Common Stock	42,941	42,941	I
Warrant to Purchase Common Stock^F7,F3	$1.21	Jan 8, 2016	P	32,205	A	—	Jan 8, 2021	Common Stock	—	32,205	I
Series A-1 Convertible Preferred Stock^F7,F3	—	Jan 8, 2016	P	42,941	A	—	—	Common Stock	42,941	42,941	I
Warrant to Purchase Common Stock^F7,F3	$1.21	Jan 8, 2016	P	32,205	A	—	Jan 8, 2021	Common Stock	—	32,205	I

Explanation of responses

F1The indicated shares represent the number of shares received upon conversion of the issuer's Convertible Preferred Stock pursuant to the Conversion Agreement entered into between the issuer and each of Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") and Third Security Staff 2014 LLC ("Staff 2014") dated January 6, 2016 (the "Conversion Agreement"), indicated by series in Table II.
F2On January 27, 2014 the issuer effected a 1-for-12 reverse stock split. The number of shares beneficially owned as stated in column 5 of Table I includes the number of shares of common stock held by the respective entity following the reverse stock split.
F3Randal J. Kirk controls Third Security, LLC, which is the manager of each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014. Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
F4Pursuant to the Conversion Agreement, the parties agreed that in lieu of receiving cash for the accrued dividends for both Series A Convertible Preferred Stock and Series B Convertible Preferred Sock, the issuer would issue to each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014 common stock at a rate of one (1) share per dividend dollar. This resulted in ownership of shares of common stock reflected in column 4 of Table I.
F5Pursuant to the Conversion Agreement, the shares of Series A Convertible Preferred Stock were convertible at a ratio of 1-to-3 into the number of shares of common stock shown in column 7. The shares of Series A Convertible Preferred Stock had no expiration date.
F6Pursuant to the Conversion Agreement, the shares of Series B Convertible Preferred Stock were convertible at a ratio of 1-to-1 into the number of shares of common stock shown in column 7. The shares of Series B Convertible Preferred Stock had no expiration date.
F7On January 6, 2016 in a private placement the issuer issued Units at a price per Unit of $0.93 consisting of one (1) share of Series A-1 Convertible Preferred Stock and a warrant to purchase 0.75 shares of common stock at an exercise price of $1.21 per share. Pursuant to its terms, each share of Series A-1 Preferred Stock is convertible into one (1) share of common stock. The Series A-1 Preferred Stock does not have an expiration date and is exercisable immediately. The warrant to purchase common stock is immediately exercisable and has a term of five (5) years.