SEC Form 4 · accession 0001140361-16-068281

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

May 31, 2016

Accepted (ET)

Jun 2, 2016 · 4:24 pm EDT

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 Stock^F1,F4	May 31, 2016	A	32,854	$24.35	A	182,476	I	by Third Security
Common Stock^F2,F4	May 31, 2016	A	6,506	$30.74	A	4,896,818	I	by R.J. Kirk DOT
Common Stock^F3,F4	May 31, 2016	J	1,196,077	—	D	0	I	by NRM IV
Common Stock^F3,F4	May 31, 2016	J	334,737	—	A	5,231,555	I	by R.J. Kirk DOT
Common Stock^F3,F4	May 31, 2016	J	73,763	—	A	311,287	I	by Staff 2001
Common Stock^F3,F4	May 31, 2016	J	335	—	A	1,403	I	by Lotus
Common Stock^F3,F4	May 31, 2016	J	8,977	—	A	139,052	I	by JPK 2008
Common Stock^F3,F4	May 31, 2016	J	8,977	—	A	140,007	I	by MGK 2008
Common Stock^F3,F4	May 31, 2016	J	8,977	—	A	114,181	I	by ZSK 2008
Common Stock^F3,F4	May 31, 2016	J	20,976	—	A	720,562	I	by JPK 2009
Common Stock^F3,F4	May 31, 2016	J	20,976	—	A	850,355	I	by MGK 2009
Common Stock^F3,F4	May 31, 2016	J	2,016	—	A	75,684	I	by ZSK 2009
Common Stock^F3,F4	May 31, 2016	J	24,583	—	A	843,044	I	by JPK 2012
Common Stock^F3,F4	May 31, 2016	J	3,952	—	A	135,033	I	by Kellie L. Banks LTT
Common Stock^F3,F4	May 31, 2016	J	118,266	—	A	118,266	I	by Senior Staff 2006
Common Stock^F3,F4	May 31, 2016	J	59,133	—	A	59,133	I	by Staff 2006
Common Stock^F3,F4	May 31, 2016	J	19,711	—	A	19,711	I	by Incentive 2006
Common Stock^F5	holding	—	—		—	6,649,997	I	by Kapital Joe
Common Stock^F5	holding	—	—		—	5,483,957	I	by Mascara Kaboom
Common Stock^F5	holding	—	—		—	58,800	I	by Sr. Staff
Common Stock^F5	holding	—	—		—	179,199	I	by ADC 2010
Common Stock^F5	holding	—	—		—	940,426	I	by MGK 2011
Common Stock^F5	holding	—	—		—	1,356,648	I	by Senior Staff 2008
Common Stock^F5	holding	—	—		—	1,356,648	I	by Staff 2010
Common Stock^F5	holding	—	—		—	678,323	I	by Incentive 2010
Common Stock^F5	holding	—	—		—	22,636,052	I	by NRM V
Common Stock^F5	holding	—	—		—	13,340,645	I	by NRM VI Holdings
Common Stock^F5	holding	—	—		—	243,001	I	by NRM VII Holdings

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1In accordance with the Services Agreement between Intrexon and Third Security, LLC ("Third Security") dated November 1, 2015 for services provided by Third Security to Intrexon Corporation ("Intrexon"), Intrexon shall pay to Third Security, on a monthly basis, such number of shares of common stock of Intrexon, rounded down to the nearest whole number, equal to a value of $800,000. Such value shall be based upon the closing price of the common stock of Intrexon on the NYSE on the 15th calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date).
F2In accordance with the Restricted Stock Unit Agreement dated November 1, 2015 between Intrexon and Randal J. Kirk (the "Agreement"), each month Mr. Kirk will receive that number of shares of Intrexon common stock, rounded down to the nearest whole share, whose fair market value equals $200,000. The number of shares of Intrexon common stock are to become vested and payable based upon the closing price of the common stock of Intrexon on the NYSE on the last calendar day of each month (or, if such date is not a trading day, the most recent trading day prior to such date). Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares.
F3On May 31, 2016, New River Management IV, LP ("NRM IV") 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. NRM IV held 1,196,077 shares of common stock of the issuer. The following entities in their capacities as partners of NRM IV, or designees, received shares: Third Security Staff 2001 LLC ("Staff 2001"), R.J. Kirk DOT, Lotus Capital (2000) Co, Inc. ("Lotus"), JPK 2008 LLC ("JPK 2008"), MGK 2008 LLC ("MGK 2008"), ZSK 2008 LLC ("ZSK 2008"), JPK 2009 LLC ("JPK 2009"), MGK 2009 LLC ("MGK 2009"), ZSK 2009 LLC ("ZSK 2009"), JPK 2012 LLC ("JPK 2012"), Kellie L Banks (2009) Long Term Trust ("Kellie L. Banks LTT"), Third Security Senior Staff 2006 LLC ("Senior Staff 2006"), Third Security Staff 2006 LLC ("Staff 2006") and Third Security Incentive 2006 LLC ("Incentive 2006").
F4Randal J. Kirk controls each of Third Security, R.J. Kirk DOT, NRM IV, Third Security Staff 2001 LLC ("Staff 2001"), Lotus, JPK 2008, MGK 2008, ZSK 2008, JPK 2009, MGK 2009, ZSK 2009, JPK 2012, Kellie L. Banks LTT, Senior Staff 2006, Staff 2006 and Incentive 2006. 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.
F5Randal J. Kirk controls each of Kapital Joe, LLC ("Kapital Joe"),Mascara Kaboom, LLC ("Mascara Kaboom"), Third Security Senior Staff LLC ("Sr. Staff") ADC 2010, LLC ("ADC 2010"), MGK 2011, LLC ("MGK 2011"), 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 V, LP ("NRM V"), NRM VI Holdings I, LLC ("NRM VI Holdings") and NRM 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.