SEC Form 4 · accession 0001140361-18-031798

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

Jul 3, 2018

Accepted (ET)

Jul 6, 2018 · 4:46 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,F2	Jul 3, 2018	P	6,357,517	$13.37	A	14,140,139	I	by Kapital Joe
Common Stock^F1,F2	Jul 3, 2018	P	1,121,914	$13.37	A	15,937,319	I	by R.J. Kirk DOT
Common Stock^F2	holding	—	—		—	1,186,808	I	by Third Security
Common Stock^F2	holding	—	—		—	8,325,000	I	by TSCP V
Common Stock^F2	holding	—	—		—	311,287	I	by Staff 2001
Common Stock^F2	holding	—	—		—	1,403	I	by Lotus
Common Stock^F2	holding	—	—		—	139,052	I	by JPK 2008
Common Stock^F2	holding	—	—		—	140,007	I	by MGK 2008
Common Stock^F2	holding	—	—		—	114,181	I	by ZSK 2008
Common Stock^F2	holding	—	—		—	720,562	I	by JPK 2009
Common Stock^F2	holding	—	—		—	850,355	I	by MGK 2009
Common Stock^F2	holding	—	—		—	75,684	I	by ZSK 2009
Common Stock^F2	holding	—	—		—	843,044	I	by JPK 2012
Common Stock^F2	holding	—	—		—	135,033	I	by Kellie L. Banks LTT
Common Stock^F2	holding	—	—		—	118,266	I	by Senior Staff 2006
Common Stock^F2	holding	—	—		—	59,133	I	by Staff 2006
Common Stock^F3	holding	—	—		—	19,711	I	by Incentive 2006
Common Stock^F3	holding	—	—		—	5,483,957	I	by Mascara Kaboom
Common Stock^F3	holding	—	—		—	58,800	I	by Sr. Staff
Common Stock^F3	holding	—	—		—	213,805	I	by ADC 2010
Common Stock^F3	holding	—	—		—	940,426	I	by MGK 2011
Common Stock^F3	holding	—	—		—	1,356,648	I	by Senior Staff 2008
Common Stock^F3	holding	—	—		—	1,356,648	I	by Staff 2010
Common Stock^F3	holding	—	—		—	678,323	I	by Incentive 2010
Common Stock^F3	holding	—	—		—	13,340,645	I	by NRM VI Holdings
Common Stock^F3	holding	—	—		—	243,001	I	by NRM VII Holdings

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1On June 28, 2018, the issuer entered into a share lending agreement with J.P. Morgan Securities LLC (in such capacity, the "Share Borrower") and JPMorgan Chase Bank, National Association, New York branch (as collateral agent), pursuant to which the issuer agreed to lend 7,479,431 shares (the "Borrowed Shares") of common stock of the issuer, no par value per share, to the Share Borrower. On this same date, the issuer entered into an underwriting agreement with the Share Borrower, pursuant to which the Borrowed Shares were offered and sold to the public at a price of $13.37 per share (the "Offering Price"), the closing price of the issuer's common stock on the New York Stock Exchange on June 28, 2018 (the "Offering"). In the Offering, Kapital Joe, LLC ("Kapital Joe") and R.J. Kirk Declaration of Trust ("R.J. Kirk DOT") purchased all of the Borrowed Shares at the Offering Price. The Offering closed on July 3, 2018.
F2Randal J. Kirk controls each of Kapital Joe, the R.J. Kirk DOT, Third Security, LLC ("Third Security"), 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"), and Third Security Staff 2006 LLC ("Staff 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 Third Security Incentive 2006 LLC ("Incentive 2006"), 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.