SEC Form 4 · accession 0001140361-18-000010
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 29, 2017
Accepted (ET)
Jan 2, 2018 · 8:59 am 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,F4 | Dec 29, 2017 | A | 1,207,980 | $11.33 | A | 14,716,844 | I | by R.J. Kirk DOT |
| Common StockF2,F4 | Dec 29, 2017 | A | 17,361 | $11.52 | A | 14,734,205 | I | by R.J. Kirk DOT |
| Common StockF3,F4 | Dec 29, 2017 | A | 63,291 | $12.64 | A | 886,491 | I | by Third Security |
| Common StockF4 | holding | — | — | — | 8,325,000 | I | by TSCP V | |
| Common StockF4 | holding | — | — | — | 311,287 | I | by Staff 2001 | |
| Common StockF4 | holding | — | — | — | 1,403 | I | by Lotus | |
| Common StockF4 | holding | — | — | — | 139,052 | I | by JPK 2008 | |
| Common StockF4 | holding | — | — | — | 140,007 | I | by MGK 2008 | |
| Common StockF4 | holding | — | — | — | 114,181 | I | by ZSK 2008 | |
| Common StockF4 | holding | — | — | — | 720,562 | I | by JPK 2009 | |
| Common StockF4 | holding | — | — | — | 850,355 | I | by MGK 2009 | |
| Common StockF4 | holding | — | — | — | 75,684 | I | by ZSK 2009 | |
| Common StockF4 | holding | — | — | — | 843,044 | I | by JPK 2012 | |
| Common StockF4 | holding | — | — | — | 135,033 | I | by Kellie L. Banks LTT | |
| Common StockF4 | holding | — | — | — | 118,266 | I | by Senior Staff 2006 | |
| Common StockF4 | holding | — | — | — | 59,133 | I | by Staff 2006 | |
| Common StockF4 | holding | — | — | — | 19,711 | I | by Incentive 2006 | |
| Common StockF5 | holding | — | — | — | 6,782,622 | I | by Kapital Joe | |
| Common StockF5 | holding | — | — | — | 5,483,957 | I | by Mascara Kaboom | |
| Common StockF5 | holding | — | — | — | 58,800 | I | by Sr. Staff | |
| Common StockF5 | holding | — | — | — | 213,805 | I | by ADC 2010 | |
| Common StockF5 | holding | — | — | — | 940,426 | I | by MGK 2011 | |
| Common StockF5 | holding | — | — | — | 1,356,648 | I | by Senior Staff 2008 | |
| Common StockF5 | holding | — | — | — | 1,356,648 | I | by Staff 2010 | |
| Common StockF5 | holding | — | — | — | 678,323 | I | by Incentive 2010 | |
| Common StockF5 | holding | — | — | — | 13,340,645 | I | by NRM VI Holdings | |
| Common StockF5 | holding | — | — | — | 243,001 | I | by NRM VII Holdings |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 29, 2017, the R.J. Kirk DOT entered into a Subscription Agreement with Intrexon, pursuant to which the R.J. Kirk DOT agreed to purchase 1,207,980 shares of Intrexon common stock, no par value, in a private placement, for aggregate gross proceeds to the issuer of $13,686,413.40. The price per share in the private placement was $11.33 per share, which was the closing price of Intrexon's common stock on the New York Stock Exchange on December 28, 2017.
- F2In accordance with the Restricted Stock Unit Agreement dated November 1, 2015 between Intrexon and Randal J. Kirk, 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.
- F3In 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).
- F4Randal J. Kirk controls each of Third Security, R.J. Kirk DOT, Third Security Capital Partners V, LLC ("TSCP V"), 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.
- 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"), 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.