SEC Form 4 · accession 0001140361-15-000553
PRECIGEN, INC. · PGEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randal J Kirk
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 5:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001356090
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 31, 2014 | J | 1,679,578 | — | D | 0 | I | by NewVa |
| Common StockF1,F2 | Dec 31, 2014 | J | 139,811 | — | A | 4,851,663 | I | by R.J. Kirk DOT |
| Common StockF1,F2 | Dec 31, 2014 | J | 28,593 | — | A | 130,075 | I | by JPK 2008 |
| Common StockF1,F2 | Dec 31, 2014 | J | 28,593 | — | A | 131,030 | I | by MGK 2008 |
| Common StockF1,F2 | Dec 31, 2014 | J | 28,593 | — | A | 105,204 | I | by ZSK 2008 |
| Common StockF1,F2 | Dec 31, 2014 | J | 1,068 | — | A | 1,068 | I | by Lotus |
| Common StockF1,F2 | Dec 31, 2014 | J | 58,800 | — | A | 237,524 | I | by Staff 2001 |
| Common StockF1,F2 | Dec 31, 2014 | J | 58,800 | — | A | 58,800 | I | by Sr. Staff |
| Common StockF2 | holding | — | — | — | 699,586 | I | by JPK 2009 | |
| Common StockF2 | holding | — | — | — | 829,379 | I | by MGK 2009 | |
| Common StockF2 | holding | — | — | — | 73,668 | I | by ZSK 2009 | |
| Common StockF2 | holding | — | — | — | 179,199 | I | by ADC 2010 | |
| Common StockF2 | holding | — | — | — | 940,426 | I | by MGK 2011 | |
| Common StockF2 | holding | — | — | — | 818,461 | I | by JPK 2012 | |
| Common StockF2 | holding | — | — | — | 131,081 | I | by Kellie L. Banks LTT | |
| Common StockF3 | holding | — | — | — | 5,746,167 | I | by Kapital Joe | |
| Common StockF3 | holding | — | — | — | 5,428,401 | I | by Mascara Kaboom | |
| Common StockF3 | holding | — | — | — | 1,356,648 | I | by Senior Staff 2008 | |
| Common StockF3 | holding | — | — | — | 1,356,648 | I | by Staff 2010 | |
| Common StockF3 | holding | — | — | — | 678,323 | I | by Incentive 2010 | |
| Common StockF3 | holding | — | — | — | 1,196,077 | I | by NRM IV | |
| Common StockF3 | holding | — | — | — | 22,636,052 | I | by NRM V | |
| Common StockF3 | holding | — | — | — | 13,340,645 | I | by NRM VI Holdings | |
| Common StockF3 | holding | — | — | — | 243,001 | I | by NRM VII Holdings |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 31, 2014, NewVa Capital Partners, LP ("NewVa") made a liquidating distribution of its assets to its partners in connection with the dissolution of the partnership in accordance with the terms of its limited partnership agreement. NewVa held 1,679,578 shares of common stock of the issuer. The following entities in their capacities as partners of NewVa, or designees, received shares as follows: R.J. Kirk Declaration of Trust ("RJ DOT") (139,811), JPK 2008 LLC ("JPK 2008") (28,593), MGK 2008 LLC ("MGK 2008") (28,593), ZSK 2008 LLC ("ZSK 2008") (28,593), Lotus Capital (2000) Co., Inc. ("Lotus") (1,068), Third Security Staff 2001 LLC ("Staff 2001") (58,800) and Third Security Senior Staff LLC ("Sr. Staff") (58,800). Shares held by these entities may be deemed to be indirectly beneficially owned by Randal J. Kirk (see footnote 2 below).
- F2Randal J. Kirk controls each of NewVa, RJ DOT, JPK 2008, MGK 2008, ZSK 2008, 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"), Lotus, Staff 2001, Sr. Staff 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.
- F3Randal 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"), New River Management IV, LP ("NRM IV"), New River Management V, LP ("NRM V"), NRM VI Holdings I, LLC ("NRM VI Holdings") and New River Management VII Holdings I, LLC ("NRM VII Holdings"). 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.