SEC Form 4 · accession 0001140361-16-077182
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
Aug 17, 2016
Accepted (ET)
Aug 18, 2016 · 5:00 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 StockF2,F1 | Aug 17, 2016 | X | 8,871 | $2.65 | A | 5,256,447 | I | by R.J. Kirk DOT |
| Common StockF2,F1 | Aug 17, 2016 | X | 2,957 | $3.18 | A | 5,259,404 | I | by R.J. Kirk DOT |
| Common StockF2 | holding | — | — | — | 246,434 | I | by Third Security | |
| Common StockF2 | holding | — | — | — | 311,287 | I | by Staff 2001 | |
| Common StockF2 | holding | — | — | — | 1,403 | I | by Lotus | |
| Common StockF2 | holding | — | — | — | 139,052 | I | by JPK 2008 | |
| Common StockF2 | holding | — | — | — | 140,007 | I | by MGK 2008 | |
| Common StockF2 | holding | — | — | — | 114,181 | I | by ZSK 2008 | |
| Common StockF2 | holding | — | — | — | 720,562 | I | by JPK 2009 | |
| Common StockF2 | holding | — | — | — | 850,355 | I | by MGK 2009 | |
| Common StockF2 | holding | — | — | — | 75,684 | I | by ZSK 2009 | |
| Common StockF2 | holding | — | — | — | 843,044 | I | by JPK 2012 | |
| Common StockF2 | holding | — | — | — | 135,033 | I | by Kellie L. Banks LTT | |
| Common StockF2 | holding | — | — | — | 118,266 | I | by Senior Staff 2006 | |
| Common StockF2 | holding | — | — | — | 59,133 | I | by Staff 2006 | |
| Common StockF2 | holding | — | — | — | 19,711 | I | by Incentive 2006 | |
| Common StockF3 | holding | — | — | — | 6,649,997 | I | by Kapital Joe | |
| Common StockF3 | holding | — | — | — | 5,483,957 | I | by Mascara Kaboom | |
| Common StockF3 | holding | — | — | — | 58,800 | I | by Sr. Staff | |
| Common StockF3 | holding | — | — | — | 179,199 | I | by ADC 2010 | |
| Common StockF3 | holding | — | — | — | 940,426 | I | by MGK 2011 | |
| 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 | — | — | — | 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
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF2,F1,F4 | $2.65 | Aug 17, 2016 | X | 8,871 | D | — | Feb 20, 2018 | Common Stock | 8,871 | 0 | I |
| Option to Purchase Common StockF2,F1,F4 | $3.18 | Aug 17, 2016 | X | 2,957 | D | — | Feb 20, 2019 | Common Stock | 2,957 | 0 | I |
Explanation of responses
- F1Mr. Kirk has designated the R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") to receive these shares.
- F2Randal J. Kirk controls each of Third Security, LLC ("Third Security"), R.J. Kirk DOT, Third Security Staff 2001 LLC ("Staff 2001"), Lotus Capital (2000) Company 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"). 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 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.
- F4These options were granted to Mr. Kirk pursuant to his service on the Board of Directors of the issuer and were exercisable immediately upon the date of grant.