SEC Form 4 · accession 0001140361-17-002429

AquaBounty Technologies, Inc. · AQB

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

Reporting owners

Randal J Kirk

10% Owner

INTREXON CORP

10% Owner

Period of report

Jan 18, 2017

Accepted (ET)

Jan 20, 2017 · 4:56 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001603978

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F3	Jan 18, 2017	J	1,776,557	—	D	2,740,174	I	by Intrexon
Common Stock^F3	Jan 18, 2017	P	2,421,073	$10.33	A	5,161,247	I	by Intrexon
Common Stock^F1,F4	Jan 18, 2017	J	5,775	—	A	5,775	I	by Third Security
Common Stock^F1,F4	Jan 18, 2017	J	79,288	—	A	79,288	I	by R.J. Kirk DOT
Common Stock^F1,F4	Jan 18, 2017	J	4,659	—	A	4,659	I	by Staff 2001
Common Stock^F1,F4	Jan 18, 2017	J	20	—	A	20	I	by Lotus
Common Stock^F1,F4	Jan 18, 2017	J	2,080	—	A	2,080	I	by JPK 2008
Common Stock^F1,F4	Jan 18, 2017	J	2,095	—	A	2,095	I	by MGK 2008
Common Stock^F1,F4	Jan 18, 2017	J	1,708	—	A	1,708	I	by ZSK 2008
Common Stock^F1,F4	Jan 18, 2017	J	10,784	—	A	10,784	I	by JPK 2009
Common Stock^F1,F4	Jan 18, 2017	J	12,726	—	A	12,726	I	by MGK 2009
Common Stock^F1,F4	Jan 18, 2017	J	1,132	—	A	1,132	I	by ZSK 2009
Common Stock^F1,F4	Jan 18, 2017	J	12,617	—	A	12,617	I	by JPK 2012
Common Stock^F1,F4	Jan 18, 2017	J	2,021	—	A	2,021	I	by Kellie L. Banks LTT
Common Stock^F1,F4	Jan 18, 2017	J	1,770	—	A	1,770	I	by Senior Staff 2006
Common Stock^F1,F4	Jan 18, 2017	J	885	—	A	885	I	by Staff 2006
Common Stock^F1,F4	Jan 18, 2017	J	295	—	A	295	I	by Incentive 2006
Common Stock^F1,F5	Jan 18, 2017	J	99,537	—	A	99,537	I	by Kapital Joe
Common Stock^F1,F5	Jan 18, 2017	J	82,083	—	A	82,083	I	by Mascara Kaboom
Common Stock^F1,F5	Jan 18, 2017	J	880	—	A	880	I	by Sr. Staff
Common Stock^F1,F5	Jan 18, 2017	J	3,199	—	A	3,199	I	by ADC 2010
Common Stock^F1,F5	Jan 18, 2017	J	14,076	—	A	14,076	I	by MGK 2011
Common Stock^F1,F5	Jan 18, 2017	J	20,306	—	A	20,306	I	by Senior Staff 2008
Common Stock^F1,F5	Jan 18, 2017	J	20,306	—	A	20,306	I	by Staff 2010
Common Stock^F1,F5	Jan 18, 2017	J	10,153	—	A	10,153	I	by Incentive 2010
Common Stock^F1,F5	Jan 18, 2017	J	338,816	—	A	338,816	I	by NRM V
Common Stock^F1,F5	Jan 18, 2017	J	199,682	—	A	199,682	I	by NRM VI Holdings
Common Stock^F1,F5	Jan 18, 2017	J	3,637	—	A	3,637	I	by NRM VII Holdings

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Intrexon Corporation ("Intrexon") declared a dividend of shares of AquaBounty Technologies, Inc. common stock held by it to its holders of record as of January 9, 2017 (the "Distribution").
F2In connection with the Distribution, Intrexon entered into a Stock Purchase Agreement with the issuer on November 7, 2016, pursuant to which Intrexon purchased 2,421,073 shares of common stock of the issuer in a private placement transaction on the date of the Distribution.
F3Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly 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.
F4Randal J. Kirk controls each of 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.
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.