SEC Form 4 · accession 0001140361-17-033778

Precipio, Inc. · PRPO

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

Reporting owner

Randal J Kirk

10% Owner

Period of report

Aug 28, 2017

Accepted (ET)

Aug 30, 2017 · 4:31 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,F3	Aug 28, 2017	C	325,393	—	A	543,649	I	by Senior Staff 2008
Common Stock^F1,F3	Aug 28, 2017	C	325,393	—	A	515,997	I	by Staff 2010
Common Stock^F1,F3	Aug 28, 2017	C	162,696	—	A	271,824	I	by Incentive 2010
Common Stock^F3	holding	—	—		—	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
Series A Senior Convertible Preferred Stock^F1,F3	—	Aug 28, 2017	C	325,393	D	—	—	Common Stock	325,393	0	I
Warrant to Purchase Common Stock^F2,F3	$10.00	Aug 28, 2017	P	160,585	A	Aug 28, 2017	Aug 28, 2022	Common Stock	160,585	160,585	I
Series A Senior Convertible Preferred Stock^F1,F3	—	Aug 28, 2017	C	325,393	D	—	—	Common Stock	325,393	0	I
Warrant to Purchase Common Stock^F2,F3	$10.00	Aug 28, 2017	P	160,585	A	Aug 28, 2017	Aug 28, 2022	Common Stock	160,585	160,585	I
Series A Senior Convertible Preferred Stock^F1,F3	—	Aug 28, 2017	C	162,696	D	—	—	Common Stock	162,696	0	I
Warrant to Purchase Common Stock^F2,F3	$10.00	Aug 28, 2017	P	80,292	A	Aug 28, 2017	Aug 28, 2022	Common Stock	80,292	80,292	I

Explanation of responses

F1In connection with an underwritten public offering of the issuer, which closed on August 28, 2017 (the "Offering"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") each entered into an agreement with the issuer to convert all shares of Series A Senior Convertible Preferred Stock ("Senior Preferred Stock"), including all accrued dividends, held by these entities into shares of common stock at a conversion ratio of 1-for-1 (the "Conversion"). The shares of Senior Preferred Stock were immediately convertible and had no expiration date.
F2The issuer agreed to issue warrants to purchase shares of common stock to each holder of Senior Preferred Stock that agreed to the Conversion in connection with the Offering. Senior Staff 2008, Staff 2010 and Incentive 2010 each received warrants to purchase that number of shares of issuer common stock equal to 50% of the number of shares of common stock received in connection with the Conversion, excluding accrued dividends, which warrants are exercisable immediately and have a term of five (5) years.
F3Randal J. Kirk controls each of Senior Staff 2008, Staff 2010, Incentive 2010 and Third Security Staff 2014 LLC ("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.