SEC Form 3 · accession 0001144204-19-002172

PRECIGEN, INC. · PGEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1In addition to the securities reported herein, Ares Trading S.A. holds a Convertible Note in the original principal amount of $25,000,000 which is convertible at any time into Common Stock of the Issuer, subject to limited exceptions, at a conversion price equal to (a) the volume weighted-average price per share of the Common Stock on the Nasdaq Stock Market for the consecutive ten trading days immediately prior to the conversion date as reported by Bloomberg, L.P. or (b) if converted in connection with a qualified public offering by the Issuer, the lowest price per share paid by a purchaser in such qualified public offering. The Convertible Note and shares of Issuer Common Stock issuable thereunder, which are not reported as beneficially owned herein pursuant to Rule 16a-1(c)(6) promulgated under the Securities Exchange Act of 1934, are more fully described in the Schedule 13G filed by the Reporting Persons on January 7, 2019.

Remarks

This Form 3 is being filed by each of the following persons (together, the Reporting Persons): Ares Trading SA, the direct beneficial owner of the shares, Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares, and Merck KGaA, Darmstadt, Germany, an indirect beneficial owner of the shares. The Reporting Persons have entered into a joint filing agreement (Exhibit 99). Ares Trading SA is a dominantly controlled subsidiary of Merck Serono SA, Coinsins, Switzerland, an affiliate of Merck KGaA, Darmstadt, Germany. Merck Serono SA, Coinsins, Switzerland is a wholly owned indirect subsidiary of Merck KGaA, Darmstadt, Germany. Merck KGaA, Darmstadt, Germany is a publicly traded company (Frankfurt Stock Exchange, DAX 30) and the beneficiary of the two companies.