SEC Form 4 · accession 0001567619-18-003898
Alaunos Therapeutics, Inc. · TCRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 5, 2018
Accepted (ET)
Oct 9, 2018 · 7:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001107421
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF1,F2 | — | Oct 5, 2018 | J | 130,849 | D | — | — | Common Stock | — | 0 | I |
Explanation of responses
- F1On October 5, 2018, the issuer and Precigen, Inc., a wholly-owned subsidiary of Intrexon Corporation ("Intrexon"), entered into a definitive license agreement to replace all existing agreements between the companies. In partial consideration for the termination of the former agreements, the companies agreed that the issuer would retire all outstanding shares of its Series 1 Preferred Stock held by Intrexon, including any accrued dividends, as of September 30, 2018.
- F2Randal J. Kirk, directly and through certain affiliates, is the largest shareholder of Intrexon and serves as Intrexon's Chairman of the Board and Chief Executive Officer. 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.