SEC Form 4 · accession 0001140361-16-071788

Alaunos Therapeutics, Inc. · TCRT

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

Reporting owners

Randal J Kirk

Director · 10% Owner

INTREXON CORP

10% Owner

Period of report

Jul 1, 2016

Accepted (ET)

Jul 6, 2016 · 4:15 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001107421

Table I — non-derivative securities

Security	Date	Code	Shares	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—	—	122,309	D
Common Stock^F1	holding	—	—	—	3,479,685	I	by R.J. Kirk DOT
Common Stock^F1	holding	—	—	—	23,349	I	by JPK 2008
Common Stock^F1	holding	—	—	—	23,504	I	by MGK 2008
Common Stock^F1	holding	—	—	—	40,954	I	by ZSK 2008
Common Stock^F1	holding	—	—	—	240	I	by Lotus
Common Stock^F1	holding	—	—	—	53,245	I	by Staff 2001
Common Stock^F1	holding	—	—	—	9,537	I	by Sr. Staff
Common Stock^F1	holding	—	—	—	337,333	I	by JPK 2009
Common Stock^F1	holding	—	—	—	358,386	I	by MGK 2009
Common Stock^F1	holding	—	—	—	34,318	I	by ZSK 2009
Common Stock^F1	holding	—	—	—	29,066	I	by ADC 2010
Common Stock^F1	holding	—	—	—	154,181	I	by MGK 2011
Common Stock^F1	holding	—	—	—	138,975	I	by JPK 2012
Common Stock^F1	holding	—	—	—	61,262	I	by Kellie L. Banks LTT
Common Stock^F2	holding	—	—	—	2,359,608	I	by Kapital Joe
Common Stock^F2	holding	—	—	—	889,513	I	by Mascara Kaboom
Common Stock^F2	holding	—	—	—	395,791	I	by Senior Staff 2008
Common Stock^F2	holding	—	—	—	222,680	I	by Staff 2010
Common Stock^F2	holding	—	—	—	111,339	I	by Incentive 2010
Common Stock^F2	holding	—	—	—	352,477	I	by Senior Staff 2007
Common Stock^F2	holding	—	—	—	176,238	I	by Staff 2007
Common Stock^F2	holding	—	—	—	58,746	I	by Incentive 2007
Common Stock^F2	holding	—	—	—	173,111	I	by Staff 2009
Common Stock^F2	holding	—	—	—	86,556	I	by Incentive 2009

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series 1 Preferred Stock^F4,F5,F3	—	Jun 30, 2016	P	100,000	A	—	—	Common Stock	—	100,000	I

Explanation of responses

F1Randal J. Kirk controls each of Randal J. Kirk Declaration of Trust ("R.J. Kirk DOT"), JPK 2008, LLC ("JPK 2008"), MGK 2008, LLC ("MGK 2008"), ZSK 2008, LLC ("ZSK 2008"), Lotus Capital (2000) Co., Inc. ("Lotus"), Third Security Staff 2001 LLC ("Staff 2001"), Third Security Senior Staff LLC ("Sr. Staff"), JPK 2009, LLC ("JPK 2009"), MGK 2009, LLC ("MGK 2009"), ZSK 2009, LLC ("ZSK 2009"), ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), JPK 2012, LLC ("JPK 2012") and Kellie L. Banks (2009) Long Term Trust ("Kellie L. Banks LTT"). 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.
F2Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"), Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010"), Third Security Incentive 2010 LLC ("Incentive 2010"), Third Security Senior Staff 2007 LLC ("Senior Staff 2007"), Third Security Staff 2007 LLC ("Staff 2007"), Third Security Incentive 2007 LLC ("Incentive 2007"), Third Security Staff 2009 LLC ("Staff 2009") and Third Security Incentive 2009 LLC ("Incentive 2009"). 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.
F3Each share of Series 1 Preferred Stock ("Preferred Stock") has a stated value of $1,200, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other recapitalization with respect to the shares of Preferred Stock. The shares of Preferred Stock shall automatically convert into shares of the issuer's common stock upon the date of commercialization of a product pursuant to the collaboration between Intrexon Corporation ("Intrexon") and the issuer, subject to conversion limitations set forth in the Securities Issuance Agreement entered into between the issuer and Intrexon on June 29, 2016 (the "Issuance Agreement"). The conversion price in connection with such automatic conversion shall be determined as set forth in the Amended and Restated Certificate of Designation, Preferences and Rights of Series 1 Preferred Stock, which the issuer has filed as an exhibit to its Amendment to Current Report on Form 8-K/A, dated July 1, 2016.
F4On June 29, 2016, the issuer and Intrexon entered into a Third Amendment to Exclusive Channel Partner Agreement dated January 6, 2011, as amended to date and an Amendment to Exclusive Channel Collaboration Agreement dated September 28, 2015 (hereinafter, the "Amendments"). On July 1, 2016 in consideration for the execution and delivery of the Amendments, the issuer issued to Intrexon 100,000 shares of Preferred Stock, pursuant to the terms of the Issuance Agreement.
F5Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.