SEC Form 4 · accession 0001140361-17-027006

Precipio, Inc. · PRPO

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

Reporting owner

Randal J Kirk

10% Owner

Period of report

Jun 29, 2017

Accepted (ET)

Jul 3, 2017 · 5:19 pm EDT

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,F4,F5	Jun 29, 2017	C	141,052	$15.00	A	215,394	I	by Senior Staff 2008
Common Stock^F3,F5	Jun 29, 2017	C	2,862	—	A	218,256	I	by Senior Staff 2008
Common Stock^F1,F4,F5	Jun 29, 2017	C	141,052	$15.00	A	189,173	I	by Staff 2010
Common Stock^F3,F5	Jun 29, 2017	C	1,431	—	A	190,604	I	by Staff 2010
Common Stock^F1,F4,F5	Jun 29, 2017	C	70,526	$15.00	A	107,697	I	by Incentive 2010
Common Stock^F3,F5	Jun 29, 2017	C	1,431	—	A	109,128	I	by Incentive 2010
Common Stock^F3,F4,F5	Jun 29, 2017	C	1,431	—	A	27,651	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
Convertible Promissory Note^F1,F5	$15.00	Jun 29, 2017	C	—	D	—	—	Common Stock	141,052	141,052	I
Convertible Promissory Note^F1,F5	$3.74	Jun 29, 2017	C	—	D	—	—	Series A Senior Convertible Preferred Stock	321,170	321,170	I
Series A Senior Convertible Preferred Stock^F1,F5,F2	—	Jun 29, 2017	P	321,170	A	Jun 29, 2017	—	Common Stock	321,170	321,170	I
Series A-1 Convertible Preferred Stock^F3,F5,F4	—	Jun 29, 2017	C	85,882	D	—	—	Common Stock	2,862	0	I
Convertible Promissory Note^F1,F5	$15.00	Jun 29, 2017	C	—	D	—	—	Common Stock	141,052	141,052	I
Convertible Promissory Note^F1,F5	$3.74	Jun 29, 2017	C	—	D	—	—	Series A Senior Convertible Preferred Stock	321,170	321,170	I
Series A Senior Convertible Preferred Stock^F1,F5,F2	—	Jun 29, 2017	P	321,170	A	Jun 29, 2017	—	Common Stock	321,170	321,170	I
Series A-1 Convertible Preferred Stock^F3,F5,F4	—	Jun 29, 2017	C	42,941	D	—	—	Common Stock	1,431	0	I
Convertible Promissory Note^F1,F5	$15.00	Jun 29, 2017	C	—	D	—	—	Common Stock	70,526	70,526	I
Convertible Promissory Note^F1,F5	$3.74	Jun 29, 2017	C	—	D	—	—	Series A Senior Convertible Preferred Stock	160,585	160,585	I
Series A Senior Convertible Preferred Stock^F1,F5,F2	—	Jun 29, 2017	P	160,585	A	Jun 29, 2017	—	Common Stock	160,585	160,585	I
Series A-1 Convertible Preferred Stock^F3,F5,F4	—	Jun 29, 2017	C	42,941	D	—	—	Common Stock	1,431	0	I
Series A-1 Convertible Preferred Stock^F3,F5,F4	—	Jun 29, 2017	C	42,941	D	—	—	Common Stock	1,431	0	I

Explanation of responses

F1In connection with the merger between Transgenomic, Inc. and Precipio Diagnostics, LLC, effective June 29, 2017 (the "Merger"), the Convertible Promissory Notes (the "Notes") held by Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010"), in the principal amount of $7.243 million, plus $1.026 million of accrued interest, became convertible and were converted into 352,630 shares of common stock of the issuer and 802,925 shares of Series A Senior Convertible Preferred Stock ("New Preferred Stock") of the issuer, with each entity receiving the respective number of shares set forth in Table II. The maturity date of the Notes was November 1, 2017.
F2The New Preferred Stock is convertible at the discretion of the holder into shares of issuer common stock on a 1-for-1 basis, with no expiration date.
F3In connection with the Merger, the indicated shares represent the number of shares received upon conversion of the issuer's Series A-1 Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis. The Shares of Series A-1 Convertible Preferred Stock were immediately exercisable and had no expiration date.
F4The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.
F5Randal J. Kirk controls 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.